Spider-Man Origin of the Species
by Avatar Conner
Summary: After the defeat of the Sinister Six, the Kingdom of Vale has been quiet, all thanks to Spider-Man. But in the dead of night, something is stirring in the shadows. It's up to Spider-Man to enter into the Darkness, question is, what is he going to find?
1. Chapter 1 Primordial

**Primordial**

* * *

**_"An animal may be ferocious and cunning enough, but it takes a real man to tell a lie." _**

**_― H.G. Wells_**

The night sky above the Kingdom of Vale usually hosted a beautiful array of constellations that littered the sky alongside the shattered moon. However tonight the sky was blanketed with dark rainclouds with droplets falling down to the kingdom below. The drizzle upon the Kingdom was not some torrent of storm but a heavy fall of water, the usual noise of Vale was drowned out from the constant fall, while relaxing to some as they let the peaceful noise send them off into the land of dreams, others it proved to be an annoyance as they made their way home to try and escape the downpour.

"Damn rain! They said twenty percent chance of light showers, not a mini thunderstorm." a man grumbled as he rushed home, his shoes splashing against puddles. He passed under a blue neon sign as it lit up the puddles on the sidewalk below, while also illuminating the face of a figure perched on the ledge above the street, the blood red eyes fallowed the figure of the man as he came to a stop at the end of the sidewalk. The road had been closed for construction, "Oh come on!" the man shouted irately.

The red eyes forced themselves shut, _No….I will not. _he thought, his mouth opening, revealing the long, piercing, fangs that resided within his mouth. His eyes peeked open, the darkness of the world being illuminated through his sight. The man quickly ducked under a storefront awning for cover from the rain. The figure's feet moved on their own, stalking towards the crevice between buildings and falling down to the ground. _I….I'm so hungry….I haven't eaten in days….not since the lab…._ he thought as his feet touched the wet ground silently from the four story drop.

The figure stalked through he shadows as the man leaned against the storefront wall, the figure hid within the shadow of the building, watching as the man lean his head back, exposing his neck. His mouth opened, salivating at the sight of the prime flesh, the figure was over to the man's side in a instant, his fangs poised to-_ NO!_

The man's eyes shot open as a gust of wind flowed past him, looking down either way of the sidewalk he saw only the barren streets of the kingdom. Looking down into the alleyway beside him he saw no movement within the shadows. Unaware that huddled behind the short staircase to the building, the figure's fangs sunk into the flesh of his own arm, crimson streaks oozed from the wound into the water, tainting it as tears brimmed within the red eyes of the stalker.

The man's footsteps picked up, growing distant as he made his way around the corner of the building, detouring towards his home. _I'm so hungry…but what I want…..what he made me eat…..gods why!? I'm….I'm sorry…_ the figure wept to himself, the fall of rain drowning out his sobs.

* * *

_This is horrible. _Peter Parker thought to himself as he looked at the image on his scroll. _I mean I've seen some serious crimes in my day but this? _he asked himself internally as he stared at what was on his screen.

A Spider-Man costume cheaply made for children to wear on Halloween.

_Use my name and likeness, make a boat load of costumes to ship all across Remnant, and I don't so much as see a single Lien?! _he thought before he felt something pull at his shoelace. Looking down at the ground in front of his couch he saw Ruby and Yang's pet corgi, Zwei, nibbling on his shoelace. Looking up at him when he realized he had been caught. Peter gave him an smirk before bending down and scratching the canine behind the ears, "Where's the justice Zwei?" he asked.

"Zwei! Don't chew on his shoes!" the disapproving voice of Weiss Schnee reprimanded behind the pooch. The dog looked over at the heiress with a hurt look, the usual ice-like exterior of the girl quickly melted and cooed the small animal affectionately. Peter shook his head amusingly at her display of affection to the small canine. She noticed the look Peter was giving her and quickly regained her firm gaze, "Bad dog. No treats for you." she decisively,

Peter stood up from his seat, the dog nuzzling Weiss' calf and making the ice princess melt, Peter had known Weiss for about six months now, and yet he had never seen her be so affectionate towards anything like she was with Zwei. "Weiss! Where'd you go?" Ruby asked from the kitchen, the heiress looked over as Ruby poked her head through the doorway and her face turned a slight shade of green as Ruby held up a carving knife with orange viscus hanging from it, "We still need to carve your pumpkin!" she said excitedly.

Halloween was quickly approaching, the annual tradition of dressing up in costumes, going out at night, and either go trick or treating if you were young enough, or go to a party if your old enough. _But given how I do two of those things every day? Makes Halloween feel like another Monday. _he thought as he sat up from the couch.

Classes around the Kingdom where on pause with the breach and subsequent Grimm attack on the Kingdom a week ago. Along with the formation of and defeat of the Sinister Six, things in Vale were a little bit tense right now with all things considered. So Peter and his friends decided that taking some time to relax for a while would be nice, coincidentally Flash was having a Halloween party at his house the night of in a few days.

The girls were admittedly not huge fans of the idea considering how the last party over there turned out but Peter assured them that Flash and he were cool now. As proof, the jock had come over with about five or six pumpkins to help carve for the Party. However it appeared that Weiss found the process of cutting and gutting a pumpkin….less than enjoyable. "I can take over gutting for you if you want." Peter offered the heiress as her face turned a shade of green.

She gave him a grateful nod as he left her with Zwei and entered the dining room where RBY and Flash were busy carving. "Man I wish I could be that good." Flash said enviously, looking at Ruby's which had a face carved in a way that depicted the head of a Beowulf. The team leader sat down in front of her creation beaming while her sister looked at her proudly, Peter was a little flabbergasted by the display of artistic imagination. Flash saw his look and nodded enviously, "Right!?" he asked.

Ruby brushed her nose smugly, "Well I don't mean to be boastful or anything but I've mastered the fine art of pumpkin carving with years of hard-"

"She looked up videos on it at Beacon." Blake quietly interrupted, a small smile tugging at her lips as Peter sat down where Weiss was at the covered dining table. As Ruby gave her teammate a look of betrayal and her sister laughed, Peter looked over the pumpkin she was trying to carve.

_Well….she cut the top off of it_. he thought before pulling up the sleeve of his shirt and reaching inside, pulling out a number of seeds and sinew from the pumpkin. "How mad do you think Weiss would be if I showed this to her?" he asked jokingly, Ruby chuckled almost manically at the idea but Yang shook her head, telling him not to even risk it. Setting the guts of the pumpkin down on the newspaper covering the table to avoid a mess, he resumed cleaning out the pumpkin for Weiss until the inside was empty.

Gathering up the paper with the pumpkin inners, he carried it to the kitchen and dumped the it into the trash before washing his hands off in the sink of the kitchen. As the water and soap washed over his hands he could feel someone approaching him behind with his Spider Sense, looking over his shoulder he smirked as the redhead walked up to the counter beside him, turning around and leaning against the surface with a smirk, "It sounds like the kids are all having fun dear." she jokingly observed.

Peter snorted at her greeting, _Mary Jane Watson, one of my best friends and the only person who knows basically everything about me and my crazy life. _he thought, the redhead designer looking at him playfully. Her hair had grown out slightly over the last week, her crimson locks now reaching just below her chin, he recalled how she cut it to not look so much like her cousin but he didn't see much resemblance with how different shades their hair had. "How's it going in here, honey?" he replied with just as much playfulness to his voice as she had to her's.

MJ looked to the bowls of candy she was making for the party, "Pretty much done, Ruby keeps trying to sneak in and swipe some though." she said, glancing at the door and saw a rose pedal disappear out of sight. She turned her head back to Peter as he dried his hands off, "Speaking of the party, what are you wearing to it?" she asked as Yang entered the kitchen to dump her pile into the trash as well.

The two both glanced at her, now knowing to watch exactly what they said to one another, "Well I'm not gonna wear the same costume for last year." he said knowingly, wearing his Spider-Man costume to a Halloween Party wasn't risky or anything but it felt somewhat lazy. "Why? What about you?"

MJ smirked at him, "Well Tiger if you must know, I'm going to wear something eye catching." she vaguely described. Before winking at him, "I better not catch you trying to sneak a peek at my goods through the window." she warned jokingly at the double entendre. Peter and her grinned at one another before looking away, Peter shaking his head at her, "I modified this vampire costume I got at the store, Mark's going as Dracula." she said with a roll of her eyes while Yang left the room, leaving them alone.

Peter noticed the gesture, he looked at her imploringly, silently asking her if anything was up. She caught his gaze and sighed, "It's stupid. I mean it's nothing to get miffed about but Mark's been kind of….what's a good word for pushy? But when they're not super forceful about it?" she asked.

"Insistent?" Peter supplied, MJ snapping her fingers in agreement. Peter folded his hands over his chest, he never tried to be pushy or assertive with other people, he wasn't afraid to suggest something but if it wasn't something that others wanted he would understand and drop it. "Well as long as he's not trying to be forceful about it, is it really that bad?" he asked.

She shook her head, "Bad? No, but it can get on my nerves a little." she explained, Peter nodding in understanding. "I don't want to be annoyed with him, but he's not doing anything wrong either." she explained. Mary Jane always tried her best to be reasonable, and she was happy to say that it usually worked in her favor almost one hundred percent of the time. However when she tried it with Mark it was like bouncing something off a wall. It was a harsh comparison but he couldn't seem t understand her plight.

Glancing over at Peter, he unfolded his arms and reached his hand out to hers, clasping it over her's reassuringly. She smiled at his small show of encouragement, whenever she needed it Peter was always there to supply it to her. "Just talk to him, I think he'll understand eventually." he said wisely.

Mary Jane sighed, "Yeah….I know." she muttered, glancing down at Peter's hand as he held her's. They remained like that for a moment before the rustle of the candy bowl drew their attention to the counter where Ruby's hand was reaching over the side, fishing for treats. Mary Jane reaching into the sink and grabbed the wooden spoon, lifting her hand to her lips in a 'shh' gesture to Peter she approached the bowl and gently smacked the hand, making Ruby let out a yelp at being caught! "Leggo my Oreos!" she called out, Ruby whooshing away as Peter and Mary Jane both bellowed in laughter.

Walking back to the sink, MJ reached around Peter and tossed the utensil in while she locked eyes with him, Peter just smiled at her, "But you're not wearing your Spidey suit to the party?" she asked with a raised brow. It seemed like the obvious, and admittedly cheapest option for him to do.

Peter shook his head with a unsure look, "I mean is it really a costume if I wear it every day?" he asked.

MJ opened her mouth to retort, however she ended up nodding in contentment. "Huh….guess so. Well darn I was really hoping that I would get a good look at you in a skintight outfit." she said, feigning disappointment while Peter rolled his eyes. "I mean it might help you get a girlfriend." he also poised hopefully. Ever since Peter and Yang had split up, he hadn't shown much or any interest in another girl, he and Yang still got along great thankfully. But she saw how happy she made him, and while it may not work out between Yang and Peter, she still wanted her friend to be happy.

The photographer rolled his eyes in amusement, "Please we both know that you're the only one who wants to see anything." he accused jokingly, glancing over at MJ with his eyes widening in surprised as she looked away. A grin spread over his face and she shook her head in denial, "I'm flattered Ms. Watson."

She smirked cockily, "Please we both know that you've gawked at me plenty." she pointed out. Peter was about to argue when she followed up by poking him in the chest, "I remember when I came over to help you with your busted pipe and you were gawking at my wardrobe choice." she reminded.

"You wore daisy dukes and a bikini top, I was dating Yang but I'm still a man, of course I gawked!" he defended.

She raised her hand to the side of her head, mimicking a call on the scroll, "Peter, you're a prude." she reminded him of the time he looked through his window and saw her in nothing but a bath towel. Seeing the flush cross his face she capitalized on in, leaning forward to Peter, "You haven't been sneaking peeks have you?"

Peter's flustered expression disappeared and was replaced by sly one, "Only one here who has been sneaking peeks is you Ms. Watson." he replied, taking MJ off guard before they both smirked at one another.

"….ok fair enough." she admitted, knowing that she had unbashful taken a few peeks at Peter's physique. Stepping away she walked back over to the bowl of candies, "I'm gonna hide these at my house, away from little Miss grabby hands." she explained, Peter nodding in agreement before she reached in the bowl and tossed him a chocolate bar, "Thanks for listening." she added before leaving.

Peter nodded as she left, unwrapping the candy and taking a bite out of the chocolate bar. As he turned and stepped towards the dining room he jumped when he saw Yang standing in the doorway with a cheeky grin on her face…Peter decided he didn't like that look. "What?" he asked after swallowing the treat.

She tilted her head towards the door that MJ left as he took another bite, "Since when did you start putting the moves on MJ" she teased, causing Peter to choke on his treat.

Forcing the chocolate down his throat he gave Yang a bewildered look, "What?! I was not putting the moves on her! I was putting no moves whatsoever on her actually, if anything I hardly moved at all." he said, quickly joking for his own amusement. Yang raised a brow at him, things had been….awkward after their breakup, but they were both over it thankfully. And they still had one another as friends.

Yang shook her head at his denial, "I know flirting, and you two were flirting."

"MJ flirts with everyone…..in fact didn't she sort of flirt with you when you first see her?" he asked, recalling how MJ told him that Yang became a little flustered when she said how pretty she was. Apparently Yang was unaware that he knew that and her cheeks tinted pink, "Are you sure you know flirting and aren't actually bashful? Would explain a few things." he teased.

The brawler pouted at him and flicked one of the pumpkin seeds at him, he tilted his head to avoid it, "I'm just saying. And I'll be honest I thought you and here might have had something going on before we started dating." she admitted, tossing the waste from the gourd into the trash. She was always aware of how close Peter and Mary Jane had been, back when she and Peter were dating she once in a while probed the idea that there was something going on while he was on Patch and she at Vale.

However that idea was quickly dismissed when MJ introduced Mark as her boyfriend, not to mention Peter was a good guy, she wasn't sure he would ever even THINK of cheating on someone.

Peter still was unconvinced, of course he and MJ were close with both of them knowing each other's secrets and that led them to having a deep friendship. _I mean yeah, we're friends but just like how Yang and Blake are…..or better yet Pyrrha and Jaune…wait, no. No! Like Nora and Re…actually no. _ he thought to himself. Seeing the thoughtful look on his face, Yang smirked to herself as she left the kitchen.

"Hey Weiss look! It's like a grape vine!" Ruby cheerfully said from the next room. A second later, Peter moved aside as the heiress rushed to the trash can with a green look on her face while her hand covered her mouth. Opening the lid she looked inside at all the pumpkin guts, her face turning from slightly light to dark green before bolting out the back door of his house.

Peter winced as he heard her heave outside in his back yard.

* * *

Yang's observation, for some reason that he couldn't figure out, had stuck with Peter all the way to his trip to the Bugle to drop off some Spider-Man pictures he had taken earlier that day. However he forced those thoughts aside as he rode the elevator to the office floor to drop off his pictures of Spider-Man for the paper. _Odds are Jonah will have to take them since there hasn't been any crime action since I took down the Sinister Six. _Peter thought to himself.

In the days fallowing the formation of the super villain team and their subsequent defeat, along with the breach of Grimm into the Kingdom, the criminal element in Vale had basically grinded to a halt. There was the occasional purse snatcher or car jacker but aside from those street crimes there was nothing, no White Fang activity, no new or old Supervillains, even the Green Goblin had seemingly vanished without a trace. The latter of which being a cause for concern for Peter with him being the only other Supervillain in the Kingdom.

_I thought that maybe he was one of Kingpin's henchmen at first before he tried to blow old white whale away. If I had any sense I'd let those two go at it and just watch with a tub of popcorn from the sidelines. But then I'd also not have any responsibility and that's sort of my whole thing. _he dryly remarked to himself as the elevator doors opened. So while the city was quiet, it did not put Peter at ease, in fact it almost a little concerning. Which is what also lent to his visit to the Bugle aside from a possible pay day. Maybe he could find something to do as Spider-Man while he was here, at least then he wouldn't be so restless.

As he approached Jonah's office he saw that the lovebirds known as Ned and Betty were chatting outside his office. _Me and MJ huh? _he thought as he was reminded of what Yang had said to him. For some reason her observation about them had stuck with him, maybe he and MJ flirted a little bit, he would concede to that, but he wasn't like how Ned and Betty were. "Wow who knew that the newspaper was the place to hook up?" he asked as he approached the two, Ned beaming at Peter while Betty smiled at him. "How's it going guys?" he asked as he and Ned bumped fists together in greeting.

"Hey Pete, what brings you here?" Betty greeted.

The teen shrugged his shoulders, "Same as usual, dropping off some pics. Jonah in?" he asked, looking at he closed office doors.

The faunus tilted her ears towards the door, "He's talking with Ben about a story. By the sounds of it they're almost done." she informed as her fiancé planted a little kiss on the back of her ear, making the secretary yelp in surprise before smacking Ned with the back of her hand. "Not in front of Peter!"

"Yeah noo, oh no, my innocence, noooo. I'm scarred for life, noooo." Peter drawled out melodramatically. Betty rolled her eyes but smiled nonetheless, the door to the office opened with reporter Ben Urich walking out, his expression showing disappointment from how his meeting was going. Fallowing him out was Robbie, Peter glanced at Ned and Betty before fallowing after the editor of the paper, "Hey Robbie." he greeted. The editor tuned to the photographer, "What's wrong with Ben?" he asked, glancing over to Urich as he took as the reporter sat down at his desk.

Robbie let out a blow of air through his nose, "Hey Peter. Ben came to us with a story but we're not going to run it….even though we should." he explained, making Peter raise an eye at him. Robbie explained, "Ben could tell you more but…..with the breach just a few weeks ago? People in the Kingdom are on the edge, and that doesn't tend to go well with all the Grimm. And we don't want to add to that by telling people news that won't do more than scare people." he explained before heading to his office, leaving Peter to think on his words.

There had been a noticeable spike with Grimm activity around the borders of Vale, Peter knew it because he overheard some of the people from the research section of the Bugle talking about numbers coming in from the KDA, the Kingdom Defense Agency. They monitored herds of Grimm outside the confines of the city of Vale along with other settlements along the coast. There had been a spike in activity since the Breach, suffice to say it was natural that such an event occurring was reason enough for alarm.

Thusly the news had been put on a filter, but that didn't mean Peter couldn't look into it. Approaching Ben Urich's desk he waved at the reporter, Ben gestured to the side of his desk for Peter to sit on, "Jonah and Robbie shot down some leads I was looking into. There's been a string of missing persons cases recently." he explained as he turned his screen on. On the hologram was a list of names and pictures, as well as dates when they were reported missing. Peter frowned at the sight as he read over the monitor, "Jonah and Robbie don't want to run it, and DeWolf is still busy with all the White Fang from the breach right now that they can't look into it."

Peter grimaced at the information, he knew that DeWolf was wrapped up in the fallout of the breach, the entire police department was, but looking at the people and seeing their faces? _Jimmy Santini, Vincent Stegron, Richard Deacon, Michel Morbius, Edward Whelan….maybe the cops can't help right now. But Spider-Man sure as hell can. _he thought. "Is there anything to connect them? Like where they all reported missing from the same place?" he asked.

Urich bit the inside of his cheek, "They're all Faunus, most of them locals with a few tourists visiting town. But other then that I don't know anything else, the Kennel might be the safest place right now." he reasoned. The Kennel, a section of Vale where most of the Faunus population lived in, Peter patrolled the neighborhood a couple times during the week and always found someone causing trouble, usually some human who had a problem with Faunus. _These kidnappings stop now, that's a promise. _he decided, sitting up from the desk, "Sorry I can't help you Ben, hopefully things will change." he said, patting Urich on the back as he returned to his work, opening up another window as Peter walked away to drop the pictures off to Jonah.

* * *

Within the downtown district of Vale, Mary Jane Watson exits the busy movie theater, her boyfriend Mark Allen accompanying her. The young man slurping the rest of his drink down until nothing but the ice remained, MJ cast a amused look at her boyfriend as they turned down the sidewalk towards the parking lot where Mark's car was parked. Catching his gaze he lifted his drink, "What? I'm getting my money's worth." he replied cheekily.

MJ nodded, "Uh huh, So what'd you think?" she asked, referring to the movie. The theatre had been playing a number of old movies with Halloween fast approaching, the couple decided to attend one of the screenings of a classic movie The Time Machine. Unsurprisingly it was Peter who recommended it, who had said it was one of his and his Uncle's favorite movies to watch when he was younger.

"I liked it, though the thing with the flower sort of bugs me. Like how would one person know that there's no other type of flower in the entire world? I mean that's a little presumptuous." he argued, MJ nodding in agreement with his nitpick. "Still though cool movie, you think that he'd just go backwards in time but he just keeps going forward." he added.

The redhead smirked, "Yeah, I think Peter said something like how that's the only type of time travel that's actually possible…..he had some long, scientific reason why but I can't remember it." she admitted, glancing over to her boyfriend in time to see him frown at the mention of her friend. "What?" she asked.

Mark opened his mouth, his first response was going to be to deny anything wrong at all, but the inquiring look in MJ's eyes showed that it wouldn't stick. "It's just….you and Peter just seem to always be together, I mean I get he's your neighbor and all but…." he trailed off. He wasn't accusing her of anything, he knew full well that would not make himself seem sympathetic, instead he decided to seem more frustrated. Looking over at MJ he saw the way her emerald eyes looked at him caringly, and he knew he phrased his words the right way. "I know Peter's a good guy, and I would never tell you to not see him or anything but it makes me feel….

Shock crossed MJ's face, she was aware that she and Peter hung out a lot but was it really that more than she did with Mark? She didn't count the minutes of course, but upon looking back on it she could see why Mark would, "Is that why you've been jumping through hoops lately to be with me?" she asked, her voice laced with concern. She knew firsthand how it was like to have someone whom you care about make you feel less important.

And Mark knew that as well.

But that thought did not cross her mind, her thoughts were surely on Mark, who gave her a small smirk of playful nature, "Yeah…..that obvious?"

"The matching costumes kind of gave it away." she replied back lightheartedly as her arm locked around his. "Look I got to head to F.E.A.S.T. tonight for my first aid training thing, but I'm free tomorrow…..and Aunt Anna is going to be out late working so…." she trailed off hintingly.

Mark's spirits rose at the proposition, "Peter isn't going to be there will he?" he joked.

It earned him a elbow to the side, "He might be, I was thinking of just you and me binge watching tv shows but I could invite him over too if you like." she replied, knowing that Mark's mind wasn't on the living room but within her bedroom with the blinds closed shut. "But seriously, me and Peter…..we're close….yeah." she admitted, thinking of all that the two of them have shared. Some of them being things that she might never tell Mark or another living soul for the rest of her life. "But you? You get me, maybe even more than Peter does…you respect me….you care about me, and…..you're not afraid to admit when your wrong." she listed off before smirking. "Which wins you points in my book."

She knew that Mark wasn't the only one who had those traits, Harry, Peter, May, Aunt Anna, Pyrrha, even admittedly Flash had those as well but what made Mark different to her was something else….something that she admitted was selfish. Mark put her first, and with how she was raised in a home where she tried putting other before her and it always ended up getting her hurt? Where when she tried to help her mother and sister, she was seen in the wrong for wanting something better then what they had. To her family, it was always family first and to hell with what they each wanted, she wanted her own life…and Mark understood that, he encouraged that as long as he was with her.

But Mark knew that…he knew that too well, and because he did he knew how to twist his words the right way.

Mark smiled at MJ, knowing just what to say. "That's a book I like being in." he said happily, making MJ smile before they continued towards his car.

* * *

A pair of white eye lenses watched the streets below as he swung overhead, it was now dusk over the Kingdom of Vale, the setting sun bathing the city with a golden hue while Spider-Man threw a webline out and swung over the Kennel district. Flipping off his web through the air, he grabbed onto the underside of a vertical banner and stuck to the underside of the pole. Looing down at the streets, or above from his perspective, he watched as Faunus walked the sidewalk on their daily lives. _Most of the people abducted where reported missing at night, so stands to reason that whoever is taking them would be out on the prowl at this time._ the vigilante rationalized.

He had been searching the neighborhood for the past hour, asking around for any information that might help him. So far all he had gotten from some of the citizens were rumors about the missing people, a handful of descriptions of vehicles that were suspicious, and a nice lady who offered him a apple as thanks for helping her move a heavy object on her roof…in Peter's defense he needed a snack.

A sharp pain rang in his chest making the hero wince as he grabbed his flaring up side, Peter had suffered a few cracked ribs from his battle with the Sinister Six's battle a few weeks ago. Normally his whatever wounds he sustained would be healed after a day or two of rest, however the injury was rather serious, and while he was healing more quickly than the average human he reasoned that a few more days would have him back in top shape. For now the occasional flare up was just something he dealt with, _Ugh, smart thing to do would to be rest up, I mean I did just put away all of my remaining bad guys, would anyone blame me for taking a little more time? _he thought.

"Hey outta the way you mutt!" Peter's head snapped across the street as a faunus with dog ears was knocked down by a human. The white lenses of his mask narrowed as the human shoved the faunus over the ground with his foot. "We don't want your kind here. Get it?" he threatened as the Faunus backed across the ground to the wall of the building behind him.

The faunus raised his hands defensively, "Please! No! I'm sorry! I didn't mean-" he started as the man swung his foot back, just as he was about to swing his foot a webline connected to the bottom of his raised foot and pulled him back, his face planting on the pavement and breaking his nose.

"GAH! What the-" the assailant muffled out as he looked back, his eyes widening as Spider-Man descended down, the hero loomed over him, leaning down silently as his eyes narrowed in on the human. "D-d-Don't hurt me!" he pleaded, raising his hands up defensively as the faunus whom he attacked did seconds ago. The vigilante's hands were clenched into fists, however after a brief second of consideration his hands relaxed.

"Don't worry. I don't believe in kicking people when they're down." the vigilante said harshly as he stood up over the man. He held out his hand, "Your wallet. Now." he demanded. The man stumbled as he patted his pockets for the requested item, taking out his wallet the hero snatched it from his hand as he raised a hand to the ide of his mask, activating the scroll, "Call DeWolf." he said, his scroll rang and went straight to her messages, "Captain DeWolf this is Spidey, know your busy but I'm reporting an assault at 3rd and North Street, the perp is a-" he opened the wallet, "Tobias Reeds. He'll be here waiting." he said, tossing the wallet back to Tobias who looked up at him ridiculously.

"I'm not gonna-" he began in protest before he was webbed to the sidewalk as Spider-Man approached the faunus and kneeled down beside him.

"You ok man?" he asked with concern, the dog faunus nodding as the hero offered him a hand. The man took it and was gently helped up onto his feet, "Police should be by to pick him up, if you stick around and tell them what happened then you should be all good." he assured, the human yelling something against the webbing covering his mouth. Spider-Man looked over his shoulder and glared at him, Tobias smartly shut up.

"Ok….I mean the police don't always come by here but since it's you I think they will." he said, looking between the hero and his attacker, "I thought you were gonna mug him for a second there."

"What? No…though in hindsight I can see how asking for someone's wallet can be misconstrued." The teen admitted, making the Faunus crack a smile. "Listen could you help me? I'm trying to learn more about these missing person cases that have been happening around here lately and I'm looking for anything that might point me in the right direction." he explained, hoping to at least gleam some information.

"Are you kidding? Of course!" the man said, why wouldn't he help someone who had just saved him from getting beaten up? The man's dog ears flattened against his head as he considered the hero's inquiry, "I've heard of some people going missing, it used to happen a lot around here, and we even got to police to look into it but it died down for a few months. But a week ago this kid? Jimmy Santini? He went missing when he coming home from a friend's house, they got posters up all along two blocks west of here." he informed, Spider-Man nodding in understanding.

"Everyone's been keeping an eye out for the kid, they think he might have run away. He's a bat faunus with fangs, you go to a public school with that and…..well I'm glad I got dog ears." he explained, making his ears move to emphasize the point as Peter frowned underneath his mask, the stigma that Faunus faced today was still prevalent despite how far their rights had come for the species. "Wish I could help you more Spidey." he said regrettably.

The vigilante waved him off, "You've helped enough, thanks man." he said gratefully, sending a strand up and swinging away as a police car turned the corner down the street. Swinging alongside a wall the teen flung off the webline and pivoted off an brick wall out over a street, landing on a rooftop he broke out into a run, jumping into the air and twilling his body through a small gap in an a air conditioner unit for fun before he reached the edge and launched himself up into the air with a powerful leap.

The dark sky above him, Spider-Man was lit from the lights of the streets from below as he swung on his webline. _It's dark now, so if I' lucky I should come across the kidnappers at least some time soon. _he thought as he circled around a building and cast out another strand to swing from, his eyes sweeping the streets below for any commotion while keeping above the lights. Staying within the darkness of the night so that his usual bright and colorful costume was harder to see from the street and thus easier to fallow people from. There weren't as many people out at the hour now with night upon the Kingdom, _What I want to know is why are all these people being kidnapped? I really hope I'm not looking at a psychopathic version of Kraven here. _he thought.

The thought of someone, or even worse a group of people, kidnapping Faunus and possibly just….killing them….it sent a shiver of fear through Peter. It was jumping to conclusions of course, there was no evidence to suggest it, but it still made him question why take people in the first place? _I mean the point of kidnapping a adult is to ransom them off for Lien right? But according to Urich, no one has tried contacting the families, and if this was just to kill them then there would be at least some sort of evidence but there's nothing. So what the hell is happening to these people? _he asked himself internally.

Landing atop a spire of a rooftop he looked down at the streets below, _Whatever is going on, I'm putting a stop to it. _he thought with conviction as he saw that the street below him was empty except for a single faunus walking down the street. _Walking down the street in the middle of the night? In a area where there have been known kidnappings? This poor guy might as well have a sign on his back. _Spider-Man thought as he leapt off his perch and over the side of the building. Clinging to the wall, he crawled underneath the ledge of the rooftop so that he was still shrouded in darkness whilst tailing the Faunus.

The faunus, a middle aged man with rabbit ears on his head, walked down the street below unaware that he was being fallowed by Spider-Man. As he walked past an alleyway, a set of light beams shot out through the darkness of the alley, slowly emerging from the darkness was a cargo truck the turned down the street after the Faunus. Spider-Man eyed the truck curiously as he hopped across the gap in the buildings, still sticking to the wall as the faunus stopped at the intersection. Pausing for a moment to look both ways, the truck halted on the street and the back doors opened.

What came out from the container wasn't a group of men like Peter was expecting, instead a single figure rolled out onto the ground before standing up on two legs. A android, crimson in color with an elongated humanoid frame stood up almost as tall as the truck was from the roof to the tires on the ground. Sliding around the side of the truck with a surprising amount of grace, a taser rod extended from it's hand as it crept up upon the Faunus.

As it reeled it's hand back with the prod ready to strike like a rapier, a webline hot the elbow of the machine and pulled it back off balance onto the ground, "Ok I thought that this was going to turn into one of those true crime stories but nope! Robots abducting people!" Spider-Man called out, making Faunus turn around with startlement. Spider-Man landed in a crouch as the android's head, which consisted of an angular camera, focused on him. The vigilante looked up at the faunus and tilted his head up, "That's your cue to run man." he said, the faunus bolting away across the street at top speed as the android stood up.

It ha a good three feet on Spider-Man, but he wasn't deterred in the slightest, "Seriously why is a robot kidnaping people? Wait? Can you talk? Because if not, I'm not wasting my material on someone who doesn't apricate it." he asked as the robot lunged at him with the electrical prod. The teen easily sidestepped it and countered with a punch to the android's chest cavity, crumbling the metal from the impact and making it fly back into the lamppost on the corner of the sidewalk. _Man I love fighting robots, let's me cut loose a little bit since they aren't alive. _he thought happily as he leapt onto the side of the light, swinging around it and kicking the Android's head off. _Better not damage it too badly, I want to make sure that DeWolf has enough to tell who made this thing. _he thought.

Suddenly the truck's engine revved to life and it tore away from the scene straight through the intersection. Webbing the machine to the post, Spider-Man leapt after the truck, casting a strand out above to swing on after the vehicle. _Alright then, just got to fallow the truck back to where it came from and I get my answers. Easy as-_

"AAAAAIEEEEEEEEEEEEE!" A woman shrieked out, making Peter's head snap in the direction the scream came from. He looked back to the truck, one that was his only real lead to whoever was responsible for kidnapping innocent people. For the briefest of moments he considers ignoring the cry of help, this truck and the victims of Kidnaping take precedence.

He doesn't even give it a second thought, digging into his belt he pulled out a spider tracer and tossed it onto the roof of the truck before casting a web out, his momentum carrying him left from the angle of the line towards the source of the cry for help. _Find the truck later, save the innocent person now. _he thought, sticking a line to a lamp post and swinging up over the side of a building from the abrupt change in trajectory. Landing on the opposite edge of the building he looked down below to see a man with long hair encroaching upon a terrified woman against a chain link fence in an alleyway.

He wore a long trench coat that covered most of his body, Peter saw his pale hands reaching for her with a tremor in them, shooting off the ledge be shot out a webline and swing his feet into the side of the man and knocking him down the alleyway, Spider-Man flipping off and landing between him and the terrified woman. Looking over his shoulder at the woman he saw that she was in a state of shock, shaking in place against the fence the woman looked at him fearfully, "He-he's a monster!"

"Well it's nice that I'm not being called that for a change." the teen commented before turning his head back to the assailant. His lenses widened as the man stood up, _But in this case….yeah. Monster seems adequate._ he thought as the attacker stood up, the moonlight from above showing off his nightmarish features.

His skin was white as ashes, his black hair was an unruly mess with a few strands falling over his crimson eyes, the lack of iris in the orbs making his expression more disturbing, not being able to tell if he was looking at Spider-Man or his victim. His trench coat covered what appeared to be a black pullover with matching pants, the collar of the shirt pulled up showing the red inside the clothing which matched his eyes as they focused on Spider-Man. "I tried….the hunger….I….I can't-can't-" his speech shuttered into nothing but pants of breath before launching at Peter with speed surpassing his own.

The teen felt the attacker's hand around his throat, he was slammed into the brick wall of the alley. Spider-Man grasped at the hand, prying the fingers off his throat as his foot shot into the assailant, "Hungry? Buddy there's a convince store around the corner, I got four fifty on me we can split a bag of gummy worms." the teen jokingly offered as the man was pushed off him. Spider-Man pounced at the man, punching in the face with blow after blow, each hit being enough to knock out a normal man which the hero quickly realized wasn't the case here. The man swiped his hand out but the teen blocked it with one arm and using the other to crack him across the jaw before flipping back, kicking the man in the chin as he leapt back, and shooting webbing. Sticking the man to the wall, Spider-Man turned to the frightened woman, "Are you ok?" he asked.

Before she could respond, the snapping of webbing made him turn to the side as the man slashed his hand out, his sharp, black nails tearing through the mouth part of his mask before blitzing the teen into the opposite wall, slamming his face into the brick before throwing him across the alley into the opposing wall, the surface splintering from where the hero impacted. Looking up, Peter was too late to react as the man pouced once again, his head reared back, his fangs almost glinting in the light before thely lunged forth and sunk into the side of Peter's neck!

_AGGH! He bit me! The maniac fricking bit me! _the teen thought as the sharp pain traveled across his body. Anger coursed through him, he had been in plenty of battles before but he had never been bitten by any of his enemies, his hand tried to clench into a fist, intent on beating the man until he was either incapable of wounding him in such a way again or he was unconscious, but his amazing strength was sapped from him as the man drew back, pushing off the teen against the wall as crimson blood pooled out the wounds in his neck as he fell to the ground.

"GAHHH! You blood it-it burns!" the man cried out in pain, his mouth and throat feeling as though he had tried to swallow fire itself in liquid form. Spider-Man gripped the side of his neck tightly, trying to stop the blood from continuing to pour out of him.

His lenses squinted as Peter's teeth clenched shut, the bite itself felt like a form being jammed in his throat, but the blood loss was the real concern, _Did he nick something!? _Peter thought in alarm, applying as much pressure as he could with his hands to the side of his neck as the assailant looked over to the fence. Peter's eyes widened, "See that's what you get for taking a bite out of someone who tries a" he croaked out weakly in pain in an attempt to try and take his attention away from the innocent woman. However the man, the creature, his focus was squarely on the woman, Peter felt panic crawl up his spine.

Spider-Man reached his hand out from his neck, shooting a webline at the man's back in an attempt to stop him. The creature lurched forward and lunged, the trenchcoat pulling off his back, "AAAAAAAAAAAIIIIIIIIIIIIIIIIIEEEEEEEEEEEEEEE!" the woman screamed, her voice echoing for blocks as Spider-Man was only able to watch as the creature bit into her neck.

"NO!" the vigilante screamed in horror as blood drained from her neck, the alley filled with the sounds of the creature swallowing the woman's essence. Her hand reached up to at least try and push the man off her, but the limb soon became limp, her skin slowly becoming pale as her life's essence was drained from her, crimson streaks sliding across the skin of her neck and dripping down to the pavement much to Spider-Man's horror. Her body became limp in his arms, the creature lowering to the ground as he feasted upon her.

A mixture of rage and sickness passed over Peter, death was nothing new to him, his uncle, his parents, Lamont, they had all died but never had he seen someone die before him. Right in front of his eyes, not even able to do anything to prevent it. The creature lifted his head away from her, looking over his shoulder at the teen his mouth and jaw were covered in her blood. The sight of the crimson awoke something in Peter, it coursed through him and whatever pain he was in was forgotten, his fingers against his neck dug into his skin, the ground within his other hand dug into the concrete, breaking the surface as the man stood up.

What flowed through Peter was pure, violent, and and infectious, what coursed through him was rage. The man leapt into the air, retreating away from Peter as he finally pushed himself up off the ground, looking over at the woman he scramble across the ground to her side. Spider-Man's eyes widened as he looked down at her, her neck was coated in blood from where he bit her, and the look of fear within her eyes was permanently captured on her face, her vacant eyes staring up t the sky as Peter cradled his head in shame. "I…I'm sorry." he apologized.

* * *

At the port of Vale, in the water was a small freight ship, it was docked at the farthest port of the docks where the border of Vale was not even a mile away. Approaching the ship from land was a cargo truck which had been interrupted in it's operation earlier in the evening by none other than Spider-Man. The truck pulled to a stop before the driver door of the cab opened, climbing out of the cab, Mark Allen turned around as a figure approached him, a panicked look on the high schooler's face. "What happened?"

Mark looked at his employer, the man wore a pure white suit, covering his face was a purple ski mask which hid his features, with a set of black glasses which hid his eyes. Off a few feet behind him was a man in a similar colored suit and matching glasses. Mark glanced at him for a moment before looking back to his boss, "Spider-Man showed up and destroyed the bot as it was about to grab someone." he explained.

The man's features were blocked by his disguise, but Mark nevetheles stiffened as the man took a step towards Mark, "Were you fallowed?" he asked, his voice on the borderline of aggressive.

The high schooler shook his head, "No! He took off for some reason." he said, making the man seemingly relax. Mark let out a breath of relief, "What do we do now?" he asked.

The employer turned his head to Mark, "For now, we can't do anything about Spider-Man, however in the meantime, or associate just informed me there was a breakout at his lab. Two of the subjects escaped on the last ship to here. We need to find them and recapture them." he said making Mark's eyes widen. However he raised a hand, "Relax, in their states, no one would ever believe whatever they say, that is if they can be understood at all. So no worries, your occupation is safe." he assured as he turned towards his car, Mark fallowing behind him. "You've done a good job Allen, And I recognize that. Which is why after you capture these two, I'm willing to expunge your debt." he said, making Mark's eyes widen in joy at the prospect.

"You-your serious?" he asked, wanting to make sure he heard him correctly, it was dream come true, a clean slate, a he could move on from this dirty work and actually get a real job, one that he didn't need to hide for Mary Jane. Telling her as much that he worked at the docks was a risk, thankfully he hadn't brought her minimalistic knowledge of the operation to his boss for obvious reasons.

The blonde man opened the rear door of the car for his boss, "Of course. I reward hard work Mark. But this is only as soon as you bring me the test subjects. Disperse the truck into the city, they were planted with subdermal trackers so if it auto drives it should ping you their location. After that? Send in the drones." he said, looking over to the truck to see a half dozen combat android climb into the back of the van. Mark nodded as the boss entered his vehicle.

Shutting the door, the blonde man stepped in front of Mark and reached into his jacket, retrieving a small yellow envelope before presenting it to Mark, "The Rose appreciates your cooperation." he said, Mark taking the envelope as the man walked around the car to the driver's seat.

The car hummed to life before driving away, leaving Mark to open the envelope and pull out a substantial amount of Lien as well as a scroll, opening the device he quickly saw it was burner, with the only application being a controller and a tracker. As well as two files on the screen.

_Michel Morbius._

_Edward Whelan a.k.a. Vermin. _

* * *

**AN: Ok this took MUCH Longer than I thought it would for a few reasons, number one, school has started for me and my classes, both in person and online, have been my top priority. Secondly I got a job…..cleaning….at a flea market…for nine hours a day…on the weekend…..hey I said it was a job, didn't say it was a good one. Or a fun one. But it pays the bills around here so I can't really complain…though I really want to.**

**Aside from that, Absolute Carnage has begun and holy shit this is the coolest thing I have read in years. I love Spider-Man and Nick Spencer's Run so far has been astounding (latest arc was a little meh IMO but I love what he's setting up to come), but after he leaves the title hopefully some twenty odd years from now, Donny Cates will take over and make an equally if not more awesome run.**

**Or better yet just give him another Spidey book to work on. **

**Speaking of comics, RWBY's first digital comic came out this week for less than a dollar and the response has been nothing but positive for it! I really suggest going to an app and buying it only to support RT (It's a dollar guys come on) and hopefully get a rwby comic series. **

**Now onto the story, as you can probably tell already this is a MUCH different story than the usual volume to volume and what Grimm Eclipse was. My biggest inspiration for this is actually a idea I had when I first played the game, no spoilers of course but I have the entire story planned in advance so it's a solid entry hopefully. **

**And honestly I wanted to get this out now because I figure with school and work on my plate I might as well give you guys something for now while I have some free time. Also no review replies since I think I already responded to most of them in PM.**

**Until next time true believers!**


	2. Chapter 2 Variation

**Variation**

**awesomerebel55: I got plenty in store for you guys!**

**Spideryas: Me alegro de que te guste la historia! Personalmente, amo a MJ por su historia y por su personalidad. ¡El último cómic de AMSM me hizo tener un ataque con lo que hicieron! De todos modos, espero que disfrutes lo que viene.**

**Nykeem: Here ya go!**

**Maelstrom Resurrected: Yeah and there'll be some story before the tournament when I get to volume 3 of this story, I mean Volume 3 takes place over….what three days? If that? Gotta put some more oomph in there.**

**Guest 1: I honestly like the Noir suit, but whenever I see a story where peter makes it in the modern day it just feels weird. It's made in the 40's and only really works in the 40's. Still though good idea, I already have Flash's costume picked out however.**

**pyrojack25: I think slow burn is good when it's done right, or rather when it's done a way that I like. And even that is kind of subjective, overall I think as long as it flows with the story it's good. Also when it's in character, that's just as if not more important. **

**Also…..huh, I guess you could consider them mutants? But honestly I don't since I think the X-Men when I think of that and this definitely isn't the X-Men. And Yeah, things are gonna get REAL bad.**

**Guest 2: Thank you! I'm always a little nervous about writing the girls since they're a driving force in the story and since this is their world I can't afford to make them out of character. **

**RadBman21: Spider blood, spider blood! Radioactive Spider Blood!**

**Judement Kazzy: Aw thank you! To be honest I'm a little unclear of what I'm going to do for some of the time gap between Volume 3 and 4 (six months is a long time to cover) but knowing that people enjoy my ideas like this one really make me excited to get there. **

* * *

Red and Blue lights flashed outside the entrance to the alley where the murder occurred, on the sidewalk a police car and ambulance was parked on the curb with a pair of officers where taping off the area. Looking over the scene was Captain Jean DeWolf, watching as the corner inspected the dead body of the woman that had been reported to her. Her neck was covered in blood, with what appeared to be two identical puncture wounds on the side of her neck, "If this is some sort of festive killer, he's accurate." the corner said as he stood up from beside the body and addressing the captain. "She was drained of blood through the two wounds on her neck, struck her right in the jugular. Killer knew what they were doing." he noticed.

Jean looked down at the girl with a frown, her name was Allison Copper, according to her driver's license she was in her mid-twenties, she only lived a few blocks away from where she was killed. Presumably she was on her way back home when she was attacked, "Get her back to the morgue, my men will canvas for witnesses." she said, the doctor nodding as he hailed his assistant over. Jean watched as the she was lifted onto the gurney and carted away.

Looking at the scene it was clear there was a struggle, the walls of the corridor were damaged by what looked to be blunt force. It was obvious that there was a struggle here, and she had a inking of who might have had a hand in the battle. As the coroner carted the body away, Jean was left alone in the alleyway….or so it appeared, "You can come out now." she announced to the unforeseen ally. Above her the shadows moved, emerging from the darkness was the shape of a man, crawling down the wall as Jean watched the inhuman display of agility as he flipped over his hands onto the ground. "Please tell me this is just some weirdo with a vampire fetish and not an actual vampire."

Spider-Man rubbed the spot on the neck he covered with webbing, the man's bite mark that had been left in his neck wasn't even close to fully healed but the webbing he applied stopped the bleeding for the time being. Jean noticed the wound, "Oh shit." she realized upon seeing the wound and dried blood on his costume.

"I'm fine." he stated, it was a total lie of course but he didn't even think of complaining, not when someone else had suffered a worse fate than he did from the same man. he looked over at the ambulance as they loaded the poor girl's body into the back. "All I could do was lie there while…..I'm going to find him." he said, his eyes narrowing in anger as his jaw clenched.

"I don't doubt it but you need to get that treated before you do anything." Jean said, gesturing to the webbing on his neck. Spider-Man wanted to assure her he would be fine, but reason told him that she was right, in an hour or so the webbing would dissolve and he would need to reapply, not to mention if he somehow did find the attacker he would be at a big disadvantage. Inhaling a deep breath he nodded in agreement, Jean recognized the frustration the vigilante had, "He won't et away with this, I got a APB out on a man fitting his description, and I'll get patrols up in the area, I'll contact you when we get a sighting." she explained.

The vigilante nodded solemnly at her words, though they didn't bring him much if any comfort, "What about that other thing I told you about?" he asked, the bot he had left webbed on the street mostly intact. The murder sidetracked him from what he came out here to do in the first place, track down the kidnappers who had been taking people left and right.

"We found it, but it won't be until tomorrow that the guys at the lab even get to crack it open." she answered, the vigilante letting out a frustrated grunt. So after everything he still had gained nothing tonight, bidding the captain goodbye he bound up the walls of the alley before flipping over the side of the roof and shooting a webline out in the direction of home.

As the teen swung through the canopy of the kingdom, the scene he had witnessed replayed over and over on his mind on repeat, _What was he? I don't think he was Human or Faunus, no faunus I've seen looks like something out of a black and white horror film. And his strength, his speed? He had me right where he wanted me in that alley, it was so close I couldn't get any distance between us to think. _he reprimanded himself as he crossed an intersection below him. _Oh cut the bullshit Parker, your mad that someone lost their life because of you AGAIN. Like Lamont, like Uncle Ben…but this time I can do something about it. As soon as I'm able, I'm going to find that pale faced freak and make him sorry he ever came into my neighborhood! _he thought spitefully as he swung up in front of the shattered moon, firing a webline and pulling himself away from the sky.

Meanwhile, unbeknownst the wall crawling hero, only a few blocks away stood a decommissioned clock tower. The property below fenced off after construction came to an abrupt halt fallowing the company behind it being bought by Fisk Construction. The top of the tower had the face of a elegant clock, but inside was hallow, with no machinery for it's purpose, but it was no longer abandoned. Huddled in the corner of the belfry shook Morbius.

The man sat in the corner of the room, the former faunus lookedup at the glass window of the clocktower's face, tears leaking from his eyes, "W-w-what have I done? Oh gods forgive me…I'm sorry….I'm so sorry!" He wept, looking down at his hands, coated with dried blood. The blood of the woman whose life he took, he had tried searching for some other creature to stave off his hunger, he knew that some bats feasted on cows for food, and as much as he hated the idea a alley cat was better a sacrifice than a living person.

He had cornered a feline in an alley, his hunger at the point where he didn't care that it might have been someone's pet, he needed to feed or die. But then she called out to him, he turned, his red eyes meeting her's and she screamed. And then he showed up. Morbius had heard of Spider-Man, it shouldn't have been a surprise that he showed up. Fear overtook his mind, fight or flight kicked in…..and he did not flee. He had never fought anyone, he was driven purely by instinct which is why he lunged at him the first chance he had. He thought it would satiate his hunger, but it only made it worse.

_And when I saw that woman…._ he could still taste the copper like flavor of blood on his tongue, the thought should make him sick, but it didn't, and that made it all the more horrifying for Morbius.

* * *

Spider-Man shot a low webline to the side of his house, swinging up into the air and going high enough to use up his momentum. Falling back down onto his roof he slid down the side with his feet stopping his decent silently, it was a maneuver he had constantly practiced when coming home at night after patrol. Leaning over the roof he stuck to the wall of his house and flipped off into the ground in front of the cellar leading to the basement. Opening the doors he walked down the stairs into the basement of his house, pulling his mask off his head as he dropped down into the chair beside his desk with a groan.

His neck ached from where the attacker had bitten him, reaching his foot under the desk, he pulled out the first aid kit that he used to patch himself up, setting it down on the desk he reached up to the side of his neck. Pain registered but it was nowhere near as intense as when he was bitten, _Ok so how do you treat a vampire bite? Do I apply garlic to the wound? _he thought jokingly before he heard the creak of the steps. Turing his head around he watched as Mary Jane walked down the steps.

The designer walked down the steps in comfortable sweatpants and green and white pajama shirt, "So I get home, put on some new scary show that Harry told me about, and who do I see sneaking home late at night? None other than-" Mary Jane started before she saw the state Peter was in. The playful mood she had been in instantly vanished and was replaced with one of concern and fear, "Oh my god what happened to you!" she asked, rushing over to Peter's side, the dried blood on his costume not doing anything to ease her worries.

"It looks worse than it actually is." Peter assured, wincing as MJ touched the webbing that held his wound. Tuning to his desk, she opened the drawer and retriced a small spray can of web dissolvent that Peter had made, spraying the substance on the webbing, the sticky material decomposed before her eyes, showing the bite mark and making her eyes widen even more.

"…Peter…..is that-"

"Yeah." he answered.

"No let me finish, because that….that looks like a vampire bite….like from those movies….which I'm really hoping are actually fictional right now." she explained, her voice less calm and more concerned. Not particularly about Peter, if he said he was fine then he was fine, and it seemed to be the only injury he had. _Guy with mechanical arms fused to his body? Ok. Giant Lizard made by mixing mutated Lizard DNA with Human? That seems legit. Hell I wouldn't be surprised if Aliens exist. But Vampires…freaking…..vampires? _

"We wasn't a vampire." he said. Mary Jane gave him a skeptical look, "Trust me….he's not…." he said sadly, his mind thinking of the other victim of his bite.

Mary Jane noticed the shift in his tone, suddenly her possible fears of some mythic creature being proven real were nothing. Instead her focus was entirely on Peter, looking over at the first aid kit, she sat down on the other chair that Peter had brought down since the two of them hung out down here so often, and took the box off the table. Peter watched as she gestured him over, he showed reluctance but she gave him a look, "Your horrible at this part." she bluntly stated.

"I'm not that bad." he argued.

"Peter you spent three hours trying to patch yourself up after the Sinister Six and I got it done in one." she reminded him playfully. She titled her head back, gesturing him once more to come over so she could do her job.

Peter sighed as he sifted the seat over to her, "So I can't tie a bandage around me."

She shrugged as she leaned over his shoulder and got a closer look at the wound, "Or stich yourself. Though that's never fun." she added, looking down in the first aid kit and retrieving a wrapping, some disinfectant, and some puff balls. The first aid training she had been getting at F.E.A.S.T. was something she took a great amount of pride in for the forethought of getting. Peter healed faster than normal people, any bruise he had would be gone within a few hours, cuts would be sealed in just a little later, even damaged bones would take a week to mend at most.

It didn't make him invincible obviously, but he couldn't show up to school looking like a loser of a heavyweight match. So she did what she could, and she liked to think what she did really made a difference to Peter, "So if it's not a vampire, can you tell me what happened?" she asked as she dripped some disinfectant onto the cotton balls before pressing it against the wound. The hero hissed in his seat in front of her, the wounds would probably be healed by tomorrow so stiches weren't needed thankfully, but she didn't want to risk Peter catching something.

Peter took a break before telling her everything, the string of missing people that Ben Urich had discovered and couldn't report on, the fight with the android and resulting chase after the vehicle. Then the alley, the fight, the bite…..and the victim, "-I just…watched it happen MJ….I couldn't do anything but just….." he trailed off as she finished silently applying a bandage to the side of his neck. His head was held low in defeat, a slender pair of arms wrapped around him from behind, draping over his shoulders and pulling him into a comforting embrace.

Peter released a long sigh as he leaned back in the seat, the physical gesture relaxing him of his worries for the moment. "You did everything you could Peter, no one could have done more in your shoes." she assured, her grip tightening around him briefly before pulling away. The comfort she brought lingered with Peter for a moment after she pulled away, looking over his shoulder he watched as she put the medical supplies back into the box. Setting it back on the ground she pushed it with her foot under the table.

"Thanks MJ…I mean it." he said truthfully, making sure to have her emerald eyes meet his.

The redhead smiled at him assuredly, _Someone has to take care of you Tiger. And I'm happy to fill the part. _she thought to herself before shrugging, "Anytime. Now get some rest?" she asked, Peter's nod putting her mind at ease as he stood up from his chair. His movement made him waver for a brief second and Mary Jane's hand was pressed against his chest to steady him in a instant. "Guess he took a bigger bite out of you than we thought. Come on, let's get you to bed." she insisted, draping Peter's arm over her shoulder before leading him up the stairs.

"If we run into Aunt May, we'll tell her we went to a Halloween party that got WAY out of hand." Peter joked, making MJ roll her eyes but smirk nonetheless.

* * *

Ruby tapped on her scroll with her tongue sticking out the side of her mouth as she played the game on her scroll, the bulkhead she and her team rode within was quiet, not in the eerie way but in the way that they were mostly bored on the ride to their mission. Looking out the corner of her eye she saw Blake reading a book in her seat beside her sister, Yang currently was leaning back against the seat with her legs extended out in front of her, her hands behind her head as she listened to some music. On the opposite side, Ruby saw her own partner inspecting her weapon carefully, though she had been doing that for the past fifteen minutes so she probably had gone over it a few times now.

It was their first mission as a team without a professor to teach them along the way, so they were all pretty excited about the prospect at first. However when they got the mission the wind got knocked out of their collective sails a little. The security system at a sewage facility outside the city boarders had been disabled and Huntsmen needed to investigate, comparing that to their first mission? It wasn't something to write home about, but Ruby saw this a easy job and so did the rest of her Team, plus it wasn't like they could have Ozpin bend the rules for them all the time like he did with the Mt. Glenn mission.

As the lights above their head turned on, the team stirred into action, Blake putting away her book while Ruby and Yang did the same with their scrolls and headphones respectively. Ruby hopped to her feat with excitement, "Alright Team RWBY! It's time to kick butt!" she said excitedly.

Weiss gave her a dull look, "That is if there's anything here to kick, for all we know the security of this place is just on the frizz." she reasonably added. the only reason that the job was posted to the Huntsmen Boards was because of the location of the facility

Blake stood from her seat, stretching as she got the kinks out of her arms and legs, "True, but on the bright side if that is the case here then we'll be back home before we know it." the Faunus said.

"I mean unless they want us to fix it while we're out here." Yang added jokingly before she actually considered that as a possibility, "We're not gonna need to right? I mean I don't even know how we'd do that." she said as the doors to the bulkhead slid open. The tea of four hopped out of the airship out into the field in front of the facility. The building in front of them was fairly large and round in shape, from the brief they had gotten most of the facility was based underground in order to be closer to a supply of fresh water.

Ruby shrugged, "It just said to investigate. So let's investigate!" she ordered excitedly before approaching the entrance to the facility. Weiss rolled her eyes but fallowed her leader nonetheless, entering through the dual doors of the facility the team was met with the sight of…..pipes…lots of pipes. In truth the entrance was to a catwalk that went over a series of pipes which lead to what they could only describe as a pit where they converged at and dropped down into darkness below, most likely leading back to the Kingdom. Above the pit on the catwalks was a booth that was no doubt where the security station was.

The four made their way across the catwalk, their footsteps echoing throughout the facility as they approached the security booth. As Ruby entered the booth, Blake stopped in her tracks as her feline ears picked up an odd sound that echoed throughout the room, her bow teaked slightly as she tried to focus on the sound. It sounded like- "You coming?" Yang asked her partner, Blake turning back to her blonde partner who gave her a curious look, "What's up?" she asked, recognizing that something had caught her attention.

Blake looked over to the series of Pipes to her left, the small tunnels that they emerged from into the open room they were in were far too small for any type of Grimm, _Must have been a animal, like a racoon or something. _she realized, "Nothing, just hearing things." she decided as she fallowed her friend into the security booth, Yang shrugging in response. _But what animal makes a sound that goes…Yum? _she wondered as Yang closed the door behind her.

"Yum. Yum." a noise said.

Inside the booth, it looked as tough it had never been touched, dust covered the monitors and desks in a clear coat. It made Weiss let out a 'blech', "This is….unsanitary!" the declared as Ruby involuntarily inhaled some of the powder and let out a sneeze, blowing more of it up into the air and sending the team into a coughing fit. "Let's just get this over with!" Weiss declared in frustration as she approached the monitor and tapped it, the screen illuminated, Ruby walking over beside her she frowned when she saw the display. _'Security system malfunction.' _

The leader tapped the screen as Weiss stepped back, taking out a handkerchief and wiping her finger clean as Yang and Blake joined the gathering as well around the screen. A new screen came up, showing the feed to the security cameras, all of them offline and black, "That….is not good." Ruby declared with a frown. Their job was to exterminate any Grimm here but there wasn't even any evidence that there was any, the cameras where hopefully going to help them but with them down that meant checking this entire place, which could wind up being a waste of time.

Suddenly Yang snapped her fingers as a idea occurred to her, "I got it, Ruby can you just rewind one of the cameras? That way we can see if there's been any Grimm here recently?" she asked. Ruby beamed at her sister's idea, tapping one of the screens she saw that the footage only went down recently!

"Wait." Weiss said before Ruby could scrub through the video, the heiress looked at the bar displayed below the video and noticed something. "Do you guys remember when the post for this job went up?" she asked curiously.

Ruby thought for a second, she had gone over the mission brief a half dozen times leading up to the actual mission (something Weiss commended her for), "About a week ago why?" she asked. The heiress' eyes narrowed skeptically at the minitor, looking at the time they saw that was around the same time the cameras went down.

"Yum. Yum."

Blake's ears twitched at the noise as Ruby played the final few minutes captured on one of the security cameras overlooking the very booth they were in. As the video played, Blake reached for her weapon and turned towards the door, Yang noticed her movements and activated her gauntlets as well as a precaution. Something wasn't right here.

Ruby and Weiss watched the video, the static image of the booth over the pit rested on the screen, the two watched as the last few seconds of the camera ticked away. Quicker then either of them could react a hand closed over the camera. Not a claw, not a talon, or a tail, but a hand. "What the-" Weiss asked as she glanced up out the window to where the camera was.

"AAAAAAAAAAAAAAIEEEEEEEEEEEE!" they shirked when she saw the figure hanging outside the window.

"Yum! Yum!" it called, crashing through the glass as Weiss and Ruby fell back. The cloaked leader swinging her scythe out and just barely missing the creature as it ducked down just before contact. Leaving itself open for Yang's fist to crash into the side of its head and sending it through the wall with a shrill cry as it was sent careening down the catwalk. Yang and Blake rushed to their friend's and sister's side.

"Are you ok?!" Yang asked her sister worriedly, Ruby nodded shakily at her sister before the four directed their attention to the creature. It wasn't a Grimm.

It had red eyes like the creatures outside the kingdom, but that was where the similarities ended, it's body was covered in mangey brown fur akin to an actual animal. It stood up on two legs, it's face turning to them showing the pointed nose and narrow jaw that made it look like some sort of rat, the comparison going further when it's sharp jagged teeth bared at the four with a growl. Ruby glared at it, looking over at Weiss the leader tilted her head to their opponent.

Weiss nodded before pointing her sword out and pulling the trigger, sending wisps of ice dust out. The creature dove over the side of the catwalk, grabbing onto the underside of the mesh and clawing away as the four chased after it, Blake and Ruby when over the sides with the faunus using her ribbon to stop her fall while Yang leapt out and drove her gauntlet down onto the catwalk, the shockwave breaking the walkway apart and sending the creature falling through the air where Ruby and Blake attacked.

Ruby shooting through the air in a flurry of pedals and cutting the creature before Blake swung into him and kicked him across the room into a pipe. Ruby stopped across the room atop one of the pipes with Blake landing beside her along with Yang and Weiss, "What is that thing!?" Yang asked in bewilderment as the creature got up from the ground, hissing as the cut Ruby left on it's arm stung.

Weiss readied her rapier, "It's probably what brought us out here in the first place." she realized quickly, her eyes darting down to it's hands with sharp black nails on the end of them. It was the same one that stuck the camera whose feed they were watching, the creature eyed the heiress as it's mouth watered.

"Yum. Yum."

Weiss felt a disgusted chill go down her spine at the way it was looking at her. It suddenly charged over the pipe as the four opened fire on it, it skittered to the side of the pipe and circled around before coming up at the other side and lunging at the girls.

Ruby met it with her scythe raised, catching the attacking hands and holding them back as the creature's head darted forward and tried to bite at the leader, it's fangs comping a few inches away from it's nose. Blake's leapt over them both and threw her ribbon around his leg and yanked him down to the pipe. meanwhile Weiss created a series of glyphs to hold the creature in place, binding it's arms and legs out as it struggled to get free. Yang cautiously approached it, "What do we do? I mean it's not a Grimm, but it's not really a guy either." she asked as her team gathered around her a good few feet away from the creature as it growled.

Weiss was visibly straining herself to keep him down, "If anyone wants to do something about him I would very much appreciate it!" she said flippantly.

Yang cracked her knuckles as she approached the creature, "Alright buddy, sleep tight. Do we call a vet or a doctor? I feel like a doctor would be better." she asked as he readied to knock the creature out..

"NO! NO DOCTORS!" the four girls let out various sounds of startlement as the creature actually spoke, Weiss' concentration was broken for the briefest of moments, the creature breaking out of the Glyphs and leaping away from the girls. "No! No doctor! No Doctor!" he cried out fearfully as he grabbed onto the side of one of the pipes and scurried down into the pit of darkness, much to Team RWBY's shock.

Yang was the first to really recover from their shock, "It….he just talked right?" she asked in disbelief, not believing what she had witnessed.

Ruby gulped as she nodded, "Yes….yes it did." she said, looking down into the pit before turning to her partner, 'That pit leads back to the Kingdom doesn't it?" she asked dreadfully. The heiress nodded, the water from Vale was brought out and treated here to be cleaned for use back in the Kingdom, it was one of many but it offered a direct line into the kingdom which is why Huntsmen were usually contracted to investigate anything suspicious here. "We have to stop it." she said with determination.

Weiss gave her friend a empathic look, "Ruby we can't just go down into the dark after it, we'll get lost or attacked if we do." she reasoned.

Ruby nodded, "Right but if we drove it out to Vale and ambushed it there, then we can stop it." she replied. The others taking a second to see the reasoning in her plan, it could definitely work….if not for one small problem.

"We can't just land in the middle of the Kingdom with the bulkhead, and by the time we make it to where the pipes lead to the Vale it could already be well past it." Blake logically pointed out.

Ruby cupped her chin as she contemplated the point before her eyes lit up, "I got it!" she realized before taking out her scroll and a opening the contacts. Weiss watched out the corner of her eye as she scrolled past Jaune's number and went straight to-

"Oh…that might actually work." Weiss said when she saw the contact listed simply as 'Spidey' on her phone. The vigilante had given them a number that could contact him if they ever needed his help with something, _Not to mention this is somewhat reminiscent of Professor Conners' husband's situation. _she thought, her mind drifting back to a few months ago when the creature known as the Lizard attacked their school and Spider-Man managed to cure him.

As Ruby dialed the number she looked at Blake, "Could you and Yang look for a alarm? Maybe if we set it off it'll make sure he doesn't double back." she reasoned. Yang gave her sister a thumbs up along with a prideful smile at how her sister had thought through the situation before she and her partner left to find an alarm.

After a moment of ringing, the other line picked up, _'Hello this is your Friendly Neighborhood Spider-AH! Stupid needle.' _the other voice on the end said, though it sounded like he had something in his mouth.

"Spidey? This is Ruby….I mean it's Ruby with a 'u', not team RWBY….I mean I'm…it's Ruby." she fumbled, causing her partner to pitch the bridge of her nose at how her leader replied.

_'Hey Ruby with a 'u', what's going on-ow!" _He winced again.

"Are you ok?" the leader asked with a little concern.

_'I'm fine, just sewing my costume back together and the needle is not agreeing with me today.' _He explained, causing both Ruby and Weiss to look at each other with confusion. He sewed his own costume?

"Like….with a thread and needle?" she asked curiously.

_'What did you think I had all my Spider suits custom ordered?' _he asked with amusement. Ruby and Weiss looked at one another again, neither of them had the heart to tell him that was pretty much exactly what they did,_ 'So what's up?' _he asked.

Ruby took a breath, "Ok so we went on this mission today right outside of Vale to this water treatment place, which I thought would be a little gross but it's actually really clean, anyway we got attacked by this monster out here which we didn't know what it was but it tried to eat my face at one point but we fought it off-"

_'Woah wait! It tried to…..Ruby what did this thing look like?'_ he asked with sudden concern.

"It was like….I don't now a big furry man, why?" she asked, hearing some fabric shuffle on the other side of the call.

_'I think we need to compare notes.' _

* * *

Mary Jane had not had the most easy of upbringings, an overbearing father who was a constant poison to the life of their family, a mother and sister who conformed to that poison and let it intrude into their own lives and views on the world, and a former self who had stuck it out for years until she finally had enough and left her family. It was rough….but that didn't mean there weren't good times, he and her sister would stay up late after their mom and dad were asleep and watch an R rated movie their mom and dad didn't want them to watch because they were too young. They would put their headphones in, lay down between their beds and play the movie so not to disturb their parents.

It was a little act of rebellion that Gayle was all to happy to partake in, but as the years went by their late nights became less frequent. Not out of shrinking collection of films but out of a growing sense of fear for their father. Being curled up with Mark in her bedroom, watching some movie that just came on TV brought those memories back to her in full force. Mark noticed it as well and tried his best to distract her from her thoughts of long ago.

While the thought was apricated, the hand trying to grope her rear end wasn't, "You know that's how you get pins and needles." she warned him.

"What?" Her boyfriend asked skeptically.

She nodded, "It's true." she said a matter of factly, remembering how she had watched some old TV Sitcom where the father wanted to make his son hit himself as 'punishment' for doing something wrong and told him to sit on his hands. Curiosity eventually got the better of her and when her mother came home she had to explain as to why she was sitting in the living room so weirdly.

She looked over in her bed at the older Allen sibling, the boy flashing her a sheepish smile at being caught. "Got me red handed."

"Ugh." she groaned at how corny that response was as he pulled his hand away, "Appreciated but not what I want right now." she explained with a hint of mirth in her voice.

Mark turned over to his side, posing against the bed with his hand supporting his head while the elbow rested against the pillow. "And what do you want right now?" he asked, zoning in on the tone in her voice. Before she could reply however his scroll went off, like the flip of a switch he turned back over onto his back and dug his scroll out of his pocket. The redhead dramatically sighed as her hands crossed over her chest, feigning disappointment with him as he saw who was calling. "It's work, I got to take this." he said apologetically.

Mary Jane waved him off, her boyfriend standing up from the bed and walking out to the hallway to answer the call. Mary Jane sat up on her bed, stretching her arms up over her head she swung her legs over the side of the bed and standing up. Looking out the window she remembered earlier when she caught movement out the corner of her eye which made her turn her head to see the quick movement of red and blue coloring of a certain Friendly Neighborhood Spider-Man as he leapt down the street and tossed a webline out. Thankfully Mark was using the bathroom at the time so he missed the possible Spider-Man sighting, thankfully even if he did it could have been seen as him just patrolling the neighborhood. She shook her head to herself, only Peter Parker would go out the day after getting a vampire bite to the neck to save the day.

_Vampires. I mean this time of the year too? What are the odds? What's gonna happen when Xmas comes around the corner? Oh let me guess, killer snowmen. _she thought playfully. Looking back at the events of last night she honestly saw a little humor in the situation, of course a superhero would have to fight a Vampire a few days before Halloween. _Then again I guess the Green Goblin would be more suited for it. _she pondered.

Most of Peter's villains she could understand, Otto wanted recognition, Kraven wanted Honor, Lizard wanted to cure his son, they were mostly understandable. But the Green Goblin? He was a wild card to her, neither she or Peter could really get a read on him. What's more is unlike most of his villains, this one had a secret ID like Peter did, meaning that he had something to hide. _No one has seen him since he tried to whack Fisk, and that was a while ago. I really hope he's not involved in this Vampire business. _she thought with concern .

Seeing Peter like that last night scared the hell out of her, but like he said the wound he had gotten was superficial. Nothing major was damaged thankfully, but still that much blood would make anyone worry. _I wonder why He couldn't drink Peter's blood, he said that it hurt him…maybe the Spider Bite has something to do with it? Huh…..wonder if that affected other parts of him? I mean I know he has to eat a bunch but I mean Yang never said that Peter kissed weird or anything. So radioactive spit seems to not be a thing…ew. _she thought with a little disgust at the idea of radioactive spit being a thing.

However a playful smirk crossed her face, _Oh no Mark, a vampire came in here while you were gone and bit me, quick, suck the infection out. _she though playfully, walking over to the vanity beside her bedroom door she pulled out a drawer in search of lipstick that would make a substitute for blood. As she dug through the drawer however she picked up Mark speaking to his scroll.

"-and don't move on it until I get there. And your sure the webhead isn't there?" he asked, making Mary Jane instantly froze and looked at the door with a startled and almost horrified expression. "13th and Harbinger Rd? I'll be there in thirty." he said before hanging up. Turning back to the door of MJ's room, he opened it and saw his girlfriend laying on the bed with a feigned look of boredom, "Um….I kind of need to go to work-"

Mary Jane shrugged, "It's fine, I get it." she insisted, forcing a smile as she waved him off, Mark gave her a flash of a smile before closing the door. The second it shut, MJ dropped the façade and sprung off her bed, quietly approaching the door and peeking outside to see Mark go down the stairs to the front door. The redhead's mind was racing as she ran down the stairs and circled around through the kitchen to exit through the back door, _What the hell is Mark doing!? _she asked herself. If he was making sure that Spider-Man wasn't at the scene then it had to be something illegal! As she left her house through the back, she crept around the side and watched Mark drive his car down the street before emerging out from the corner of her house and rushing to her aunt's car.

_He told me he works at the docks so what the hell is he doing in the middle of the city? _she asked herself as she entered the driver's side and took her keyring out of her pocket. _Maybe he….maybe….._ her hands fiddled with the keys slowly until they stopped, her forehead hitting the steering wheel as her eyes shut tight and tears began to leak out of her eyes. _Who the hell are you trying to kid MJ!? He lied to you! He lied right to your face after being so goddamn suspicious and you just ate it up! _she harshly thought.

Mary Jane felt a swirl of emotions, betrayal being the strongest with anger, sadness, heartbreak, and an overall feeling of sickness pass over herself. Taking a deep breath she lifted her head from the steering wheel and brushed the tears off her face, _Ok quit crying MJ….it's not going to help anyone. He's going to 13th and Harbinger Rd. _she thought as she started the car. Pulling her scroll out of her pocket she stared at it for a moment. She had to call Peter, it'd be stupid not to, but what was she going to tell him? _No! Alright do not bullshit out of this because you feel stupid MJ, besides it's Peter…..you can always count on him. _she thought as she dialed his number.

Listening to the ringing she frowned when she reached his voicemail, _'Hey this is Peter Parker, you know what to do at the beep…..leave a message I me- *beep*.' _

"Peter, It's Mary Jane I-….." she sighed, her breath quivering, "-I need help. I overheard Mark on the phone and…..Peter I think he's up to something bad. Like make sure Spider-Man isn't there bad and….I don't know what the hell to do." she admitted, her head bowing in shame. She couldn't believe she trusted Mark like she did, "He's going to 13th and Harbinger Rd. I'm going after him, I won't do anything stupid but…Peter just call me back ok? I….I really need you right now." she admitted before hanging up the call.

Taking a deep breath, she started the car and drove off, hoping that Peter would get her message soon.

* * *

"Giant Rat Man. What even is my life right now?" Peter asked himself as he shot a webline out through the air. When Ruby initially called and told him about how a creature tried to eat her, his initial thought was his Vampire friend from last night. However after Ruby described the creature, he didn't know what to think of the situation at hand, "Ok so would be Vampire is out in the city, and a Rat monster is at a water treatment plant? I get that the world has gone a little weird since I got bit by the spider but this is something else." he said to himself, touching on the side of a building and sprinting across the wall.

Springing off at the end he looked out to the border of the kingdom as dusk fell upon the landscape, "This is about where Ruby said the pipeline from the treatment plant feeds back into the city." he said aloud, leaping off a wall and perching atop a roof corner. Looking down at the street below he didn't see anything that resembled a access point to get into the pipeline except for…..a manhole. The teen's eyes narrowed, "Ugh. Why does it have to be the sewers?" he asked himself, flipping off the building and shooting a webline down to the manhole and easily pulling it off the ground in midair.

Falling down the metal tube, he reached his hands out and slowed his decent into the tunnels by sticking his hands to the sides of the entry. As the lid to the sewer fell back into place over Peter's head, he crawled down the tube to the main tunnel below the streets. "UGH! God I thought the Lizard smelled bad." he groaned in disgust as he took the spider signal off his belt and turned the light on, shining a beam of light through the darkness of the sewer.

Sticking his feet to the roof of the tunnel, he walked down the stone path leading into the darkness, his spider signal shining along the walls and murky water below him as he walked. "You know you never see any of the huntsmen in the sewers, never heard Yang complain about getting the smell of sewage out of her cloths." he complained to himself as he continued walking.

_Bet Pyrrha Nikos never had to go into the sewers. _he thought as his light shined over a directory on the wall. 'Water Treatment service access' was one of the paths listed, "Ok then, looks like I'm getting somewhere." the teen said on a positive note before turning down the tunnel as directed. His light shine along the walls of the tunnel, flashing over the pipes that emerged out from the stones and emptied their contents into the murky river below the hero. Passing the light over one of them he saw a rat scurry back into the darkness, "Trust me I don't want to be here either." he ribbed as he dropped from the ceiling onto the guard rail in front of the water treatment entrance.

Walking through the doorway, he entered a large room where pipes around the room, with some of them connected to monitoring machines which analyzed the contents of the water fed into a processor near the ceiling which cleaned the water and fed the clean liquid down into a pit where it was distributed back into the Kingdom. "I bet someone had fun drawing up the plans for this part of the sewer." Peter mused to himself as he entered the room.

As the teen walked into the room, he didn't notice the shadow on the ceiling behind him fallow him inside. The creature saw the light produced by Spider-Man's signal from the sewage pipe he was hiding within, as soon as he passed he carefully and silently fallowed the wall crawler to the water room. Taking a moment to stop and shine his light around, the teen hummed to himself, "Well I gotta admit this place isn't nearly as filthy as I thought it would be. Wonder if this is what my tax dollars go to, cleaning up the sewers." he mused aloud as the creature's claws dug into the bricks above.

The creature's body reared back before lunging at it's prey, Spider-Man spun on his heel and immediately struck back in advance thanks to his Spider Sense. The creature rolled across the floor as the teen snapped his light back to his belt, getting a good look at the creature that Ruby must have encountered. He shook his head as he got into a fighting stance, "It's a giant rat man, of course there's a giant rat man. Um, you wouldn't happen to know Doctor Curt Connors would you? No reason but…..it'd explain a lot." he joked as the creature's red eyes glared at him.

"No! No doctor! I hate doctor!" he hissed out before once again lunging at the teen, Spider-Man leapt overhead as the creature came down, shooting a webline to the back of the creature's head and pulling back on it as he landed behind him. The creature's head reared back and hit the brick ground. The creature turned over and scrambled at the teen across the ground at the teen, he lunged once more at the teen, the dodged the swipes aimed at him, moving to the left he swung his foot out into the creature's gut before swinging his other as the first went back down and kicking the back of the creature's head.

Falling onto its hands it reached out and grabbed Spider-Man by the leg before pulling it in and biting into it! "AGH!" Spider-Man yelled before clenching his fist and slamming it down into the side of the monster's head and bashing it against the ground. Rage boiled within the hero, this thing tried to do to him what the other failed to do, "You bit me! You bit me you…you ANIMAL!" he snarled out before grabbing the creature by the fur on his chest and cracking it across the face with his free hand before backhanding it with the same one. _Try and make me it's damn meal?! And if not me then someone else! Not again! Never again! _he thought before swinging the creature around to gain momentum and throwing him across the room through the water in the center.

Shooting two weblines on either side, Spider-Man launched himself after the creature with a pull of the webbing and the bands coiling back, whipping him through the air towards the water. The creature burst back out into him in midair, tackling him to the ground with Spider-Man below him, the teen moved his head to the right to dodge a clawed hand embedded into the ground where it was a second ago. The creature opened it's mouth again but was met with a spray of webbing covering it's face, as it reached up to tear the webbing off it's face, Spider-Man's fist uppercutted the creature off him, making him stumble back.

Spider-Man rolled back into a crouch as his earpiece went off, "Oh seriously!? Not now!" he said, raising his hands firing a barrage of webshots at the creature as it finally freed it's face. Charging though the webbing, the mask's eyes widened before the creature leapt over him, grabbing his shoulder and swinging itself around into Spider-Man's back. "AGGH!" he yelled as the creature's claws streaked down his back, tearing his costume before a swift elbow back knocked his attacker off him. "Ok you piece of vermin I'm going to make you regret that!" the teen shouted enraged.

Normally Peter was calm, or at least he was trying to be, but this thing, this monster? He had witnessed what something like this can do, he saw someone be killed by a monster like this less than a day ago and he wasn't going to let that happen to anyone else! Throwing a web out at Vermin he leaned back and let the webbing pull himself into creature through the air, cocking his fist back before striking the creature in the face as he came into contact, he fallowed up with a uppercut, and then a knee to the chest, driving the creature back slowly a few feet before it's head rammed into Peter's.

The hit dazed the teen momentarily but that was all that was needed as Vermin once again took control and tackled the vigilante to the ground. Spider-Man grasped the creature's wrsits as it leaned it's weight into him, pushing him across the ground to the waterfall within the middle of the room until they both reached the edge. The creatures arm pulled back, free of the teen's grasp before shooting forward and shoving the hero's head into the water. Peter choked against the downpour of water, his mask acting like a gag as he struggled to breathe, essentially being waterboarded by the creature.

Vermin hissed as it's mouth twitched into a smile, "Spider go down drain! Spider drown! Then Vermin feast! Vermin feast on your bones! Yum yum!" it said in mania.

Spider-Man thrashed against him, his hands trying to peel Vermin's hand off him but to no avail! He couldn't get a grip! His feet kicked out, bumping against Vermin's other arm not pinning him down. Without the slightest of conscious thought, his instincts took over his body, his foot aimed up and reeled back before shooting forward with all his strength.

**_SNAP!_**

"AAAAAAAAAAAHHHHHGGGGGGGH!" Vermin howled at the shattering of his knee as Spider-Man pulled himself up, pulling his mask up slightly and gulping for air. Turning his soaked head over to Vermin he saw the damage done, Vermin's left arm was now limp with the shoulder out of it's socket and the other reaching to cradle the wound.

Peter had always taken care to be mindful of his punches, he could hit normal people with enough force to crush cars if he so wanted, and on the occasion when he hit someone a little too hard he always felt bad about it. But now? There was no guilt, no regret, he still recognized what he did and knew that it was a one step too far.

But he just didn't care right now.

As Vermin stood again, he turned towards the entrance that Spider-Man came through, as the vigilante was about to shoot a webline out after him however, ice spread across the ground and encompassed Vermin, freezing him up to his shoulders in place. Turning his head to the source of the ice, he saw Team RWBY rush over towards them, "Sorry it took so long! Are you ok?" Ruby asked as she approached the teen, offering him a hand up off the ground which he gladly took.

Once again Peter was bleeding, though thankfully it was nowhere near as bad as his encounter the night prior. "I'll live. But more importantly what the hell is that thing!?" he asked, pointing at Vermin as it's head writhed against the ice.

"No! Not again! No tests! No metal rooms! I want food! Just let me have my food!" he whined against his frozen bindings. Suddenly his mouth was covered with webbing from an irate Spider-Man.

The red and blue costumed hero marched over to the captive creature, "If you have any intelligence left in that rodent brain of yours you'll stay there or I'll make you." he growled out at Vermin, the creature's eyes widening in fear at the teen's threat. Tuning his attention back to the girls he saw them all looking at him with looks of concern. "What?" he asked snippily.

"Are you….ok?" Ruby carefully asked, she hadn't expected to find Spider-Man of all people with such anger in his voice.

The vigilante let out a frustrated sigh, _Don't be mad at them for your screw up Parker. _he reprimanded himself, "I'm….it's been a long day Ruby. Listen rat face here might not be the last unwelcome guest in the Kingdom." he explained. He had given Ruby a brief and clean version of who he had encountered last night. Weiss looked at him skeptically, to which he responded by grabbing the side of his mask and lowering it so that the bite marks that his foe left were visible. The four instantly paled at the sight, "If it helps Vampires still aren't real, I'm thinking he might be like this….thing." he explained, gesturing to Vermin.

Weiss cupped her chin in contemplation, "That does seem too big to be a coincidence. But the real question is if they're the only ones or not." he postulated.

Yang ran a hand through her hair, "So what? We might have a escaped circus of cannibals running around the Kingdom?" she asked, the idea of there being more than one of these things running around poised a major threat, maybe even more than Roman or the White Fang ever did.

Blake looked at Vermin, the creature thrashing within the ice as her amber eyes looked into his blood red ones, "Do you think they were…people?" she asked tersely, Vermin had been wearing a torn up pair of pants, which was odd at first but if he was at one point a man? It made sense that his transformation tore his clothes.

"It's a possibility. Which is why I want you four to get into contact with professor Connors at Beacon. She and her husband might be able to figure out what's going on with this one." he said, looking at Vermin. _Curt Connors is an expert in the field of biology, I mean you sort of have to be if you manage to turn yourself into a giant Lizard. _he thought to himself. Thinking back to the want to be vampire, Peter pondered if he was in a state like Vermin, or at one point Connors was. He shook his head at the thought, this was different then Curt, while he looked a monster he was still a man inside, he still had rational thought. For Vermin or the vampire? That was still debatable.

Blake pulled out her scroll, "I'll call Professor Oobleck, he should get things set up." she said hopefully, her decision getting nods of approval from the others.

_Oh wait yeah! I got called in the middle of the fight! _Peter remembered, "I need to make a call too, be right back." he said, leaping from the ground and bouncing off one of the pipes before swinging away to get some privacy for his call. Sticking to the ceiling of the room, he pulled his scroll out and saw that the call was from MJ. _MJ? Wonder why she's calling. _he wondered before hitting the play button on his voicemail.

_"Peter, It's Mary Jane I-….. __I need help. I overheard Mark on the phone and…..Peter I think he's up to something bad. Like make sure Spider-Man isn't there bad and….I don't know what the hell to do."_ her voice shakily explained to the suddenly still teen. _"He's going to 13th and Harbinger Rd. I'm going after him, I won't do anything stupid but…Peter just call me back ok? I….I really need you right now." _she sounded desperate, but more importantly scared.

Whatever other thoughts were instantly pushed aside as one goal became crystal clear, he needed to get to MJ now!

* * *

The abandoned clock tower stood before Mark as he typed commands into the scroll which the Rose had given him. Behind him, a trio of Merlot Security Androids climbed out the back of the truck which was set to auto pilot while scanning for either sign of the escaped test subjects. "Ok settings….set to subdue….non-lethal…..annnnd send." Mark said, setting the parameters for the android who stood attention before marching towards the clock tower's gate. Two of them grabbed one of the gates each and tore them down off the rusty hinges before marching forward into the clock tower.

"Huh…it thought this would be a lot more complicated." he admitted, surprised at how easy it was to control the androids. Looking down at the scroll he activated one of the cameras on them and watched as it entered the clock tower's base, "Ok guys just get the freak and get me my payday." he muttered.

"What is this?" Mark's eyes widened and his heart skipped a terrified beat at the familiar voice, whirling around he was met with the striking emerald eyes of Mary Jane Watson stating behind him. Her face was contorted into a mixture of hurt and anger, with wetness gathered in the corners of her eyes that she refused to let fall.

"MJ what are-!" he started.

"What." she interrupted, "Is. This?" she asked slowly with her voice on the borderline of a growl. Mark held up his hands with the scroll, not noticing one of the feeds on the screen go dead.

"I-I can explain!" he tried, MJ shaking her head at how guilty his voice was, "Listen Mary Jane I promise-"

"Promise!? Your promises seem to count for jack shit!" she shouted accusingly, pointing a finger at Mark as she marched forward. She had witnessed him sending the android into the property, there was no doubt whatever he was doing was far from legal and was definitely not what he told her he was doing to pay back his debts. "Was it even real? Those debts? Or was that more bullshit too!?" she spat out venomously.

Mark shook his head, "No! It's just-MJ I-" he struggled as two of the remaining three androids were taken out on his scroll. Before either of them could continue however, glass shattered above them, making them both recoil instinctively as a shape crashed down onto the hood of the truck. Mark and MJ looked over to see a shadowy figure rise up from the wreckage of the truck. Standing on the wrecked hood was a pale man with long black hair and blood red eyes, at his feet were the remains of the last android, it's head being crushed by his hand as his eyes locked onto Mark.

"I hunger…and you are one life that I will have no qualms of taking." he growled out before crushing the head of the android in his hand.

* * *

**AN: Well it took me most of the fricking month but I got it out! Man I have got to get on this better. So yeah, this is turning out to be a pretty good time for this with Halloween fast approaching! And to think I had this idea brewing since July. Now then onto the news! First off Spider-Man by JJ and Henry Abrams came out last week, I wasn't particularly excited for it since it was a mini series and after reading it…..boy I really apricate Spider-Girl much more now. **

**Ok but in all honesty the story isn't bad, the art is really great and I love the coloring and design of the characters, but….it seems that either Henry and JJ didn't do their homework on Spider-Man and just went with it, or they read the first issue of Spider-Girl and liked it. Now it's only one issue so far so I can't judge the whole picture when all I see is a small part of it, but still I noticed there were a couple things I've seen before.**

**Now then onto the main event, Absolute Carnage….there's a old saying that a picture is worth a thousand words. And the last few pages of the last book, all of them were, "Oh fuck me we're all dead." and it was in an amazing way! Like I seriously can't wait for the next issue! **

**And then there's amazing Spider-Man 29….Peter Parker was going to PREPOSE TO MARY JANE WATSON. But typical Parker luck, he missed his chance.**

**Now, I know not to get my hopes up, I mean Marvel AND DC have pulled some shit recently when it comes to weddings, looking at you X-Men Gold and Batman 50! So they could do the same thing here….but I honestly don't think they will, I mean if they did? OMD would look like a continuity error compared to how the blowback from fans would be! I mean Marvel can make some stupid decisions like anyone else but seriously, just shoot yourself in the foot why don't you? **

**Also in terms of comics, RWBY's second issue came out and…apparently Ruby and Yang adopted a family of racoons at a young age. Also we get more Summer Rose back story and I'm so down for that! Speaking of, Cristina Vee, the voice actress behind Miraculous Ladybug, is joining RWBY next volume! As to what her role is? Maybe flashback Summer? Can't really see her as Weiss' mom, or maybe a new character like the winter maiden?**

**Aside from that I finally got the original Final Fantasy 7 on sale along with Castlevania Requim (PS SOTN is probably one of the best controlling games I've ever played like holy crap this was on a PSOne?). I want to play the original before diving into the Remake, I know some stuff already unfortunately but that's what you get for being a Kingdom Hearts fan. I also have PTSD from whenever One Winged Angle comes on and every bone in my body yells at me to either run, dodge, or try and block.**

**And with that unrepressed trauma, I shall see you all next time!**


	3. Chapter 3 Population Growth

**Population Growth**

**The Red Ghost22: To be fair if you hear your boyfriend saying shady shit like Mark? I would think the worst assumption is that they're meeting up to steal something or kill someone, but I do see your point and that will get addressed. And yeah a giant cannibal rat man? That's straight up a horror movie monster. And I do have Plans for the Big Man and others but the most challenging thing might just be modernizing them a little bit to fit the story. **

**I mean the Big Man has a ceramic mask with a lime green suit, of course in the 60's that worked but modern day? It looks pretty goofy. And yeah I've been waiting to get Peter mad for a while. Some people have the notion that Peter is just a good boi who is too sweet to everyone, but that's just not realistic. There was one Spidey comic that came out to tie in with Homecoming when peter goes off to a science camp by stark and two guys there don't like him because he's not rich like them and they send supervillains to kidnap his aunt. And Peter's response? He just shakes his head at them. **

**Screw that. Peter parker would almost certainly try and throttle them, if not just deck one of them. **

**Pyrojack25: I still can't believe that Marvel Zombies was made by Robert Kirkman, and yeah I know her from Miraculous Ladybug. It's sort of like…..French spider-man I guess?**

**awesomerebel55: More like RWBY beat Vermin, but Spidey clearly helped.**

**Maelstrom Resurrected: RIP Penny….by which I mean rest in pieces…..because that's what she's in…pieces…..XD**

**For real tho with her being a robot? I'll be genuinely surprised if she doesn't SOMEHOW come back at some point. **

**MH4life: Actually it's what Vermin says, he says it during both the Hunted and Kraven's last hunt. But I don't recall if Vulture Noir says that in the game. And I was going for a horror movie vibe from that scene, I'll see about trying to fit some scenes like that in when I can. You'd be surprised by the horror roots in comics, I mean seriously the Amazing Fantasy 15's spidey debut can be almost like a horror story if you approach it from a certain mindset. And Morbius is one of the more tragic character in the Spider-Man mythos, he's honestly a victim of his own hubris, he wanted to do good for not only himself but others but in the end his own work is what turned him into a monster. **

**TheImpala97: Ahh, binge reading. It's a wonderful thing. And hope you enjoy the update!**

* * *

One thing that Mary Jane often wondered was when Peter came face to face with someone like the Lizard, the Green Goblin, or some villain that was terrifying, how is it that Peter isn't afraid? Of course she had asked him about it, but his answer was simple, _"Who ever said I wasn't scared?" _he would reply. Somehow that scared her even more when he would go out and fight some lunatic in a costume. But looking into the blood red eyes of the creature, the person who had drained someone of their blood and tried to do the same with Peter? She understood what he meant now.

The terror she felt wasn't for her but for Mark, the man was solely focused on her boyfriend and the thought of him being killed was what scared her, not her own safety but the fact that someone else might die. When she had overheard Mark's conversation her first thought was the worst, was Mark part of some gang that was robbing people? Killing them? But no, he had arrived here with a truck waiting for him and a controller to send in android, probably after the creature that dropped off the hood of the truck in front of them.

_Why did I decide to confront him now? _she wondered to herself, the answer was instant though, it didn't seem all too dangerous to do. _Well guess the Parker Luck is contagious. _she thought before her body moved between Mark and the creature. "MJ-!" he started before the man stopped dead within his tracks.

The creature looked at her with a grim expression, "My dear, you are not involved in this. Please, move aside." he asked pleadingly, taking MJ by surprise. The way Peter described him she expected some sort of snarling monster, not someone articulated like this, Mark tried to grasp her arm but she yanked it away and shot him a spiteful look. Just because she didn't want to see him get eaten didn't mean she forgave him in the slightest.

She turned back to the man less afraid, "I sort of am, he's my….friend. And he clearly has something to do with….." she hesitated, it wasn't wise to insult someone who could tear her throat out.

Morbius bowed his head in sorrow before snapping his head to Mark, "My current condition is his doing! He and those machines! They captured me and he sent me off to be turned into this-this monster!" he exclaimed, his arms shooting out and gesturing to his current state of being. MJ felt her chest tighten at the revelation, glancing back over her shoulder at Mark she gave him a detestable look, part of her wanted to step aside and left Mark get what he deserved, but that was quickly snuffed out, as much as this new information made her angry at Mark she wouldn't leave him to suffer such a fate.

So she stood her ground, "Your not a monster. You're a victim." she said sympathetically, the man shutting his eyes and shaking his head, slowly Mary Jane took a step forward, lowering her arms as she approached him. "Trust me I know what that's like…whoever did this? Him?" she gestured back to Mark who was frozen in place with fear, "He might be one…..but that doesn't mean you have to be." she pleaded, the man opening her eyes and looking into hers, her emerald eyes pleading at him.

He took a shaky breath, "Even if I didn't want to, my hunger….my thirst…..if I don't maintain it then I become rabid…I've already stolen one innocent life…I don't want to take another…" he explained mournfully. His hands cupping over his mouth in horror as he recalled the fate of his last victim. He was in the early stages of thirst, every minute that ticked by made the feeling grow more and more worse, if he must feed then why not let it be on one of those responsible for turning him into this? Looking at the girl he lowered his hand, "I'm sorry but I-"

"GET AWAY FROM HER!" MJ and the man turned in time for Spider-Man to swing into the creature, kicking him with both feet through the wall above the door into the clock tower.

Before MJ could properly react, she felt a hand grab her wrist, "MJ come on! We gotta go!" Mark urged as Mary Jane turned to him, her eyes bore into his as her empty hand clenched, shaking with anger. Before she knew what she had done, Mark was on the ground clutching his face, Mary Jane's arm extended out in a fist, pain shot through her hand as she retracted and held her attacking hand.

Looking down at her hand she saw why it hurt, she had tucked her thumb into her palm before closing her fists, _Sonofvabitch that hurts!_ she thought, waving her hand before looking down at Mark whom was dazed from the surprise hit, blood leaking out from his now slightly deformed nose. Suddenly the pain in her hand felt well earned. Turning towards the gate she rushed into the bell tower.

Meanwhile Inside the Bell Tower.

When Spider-Man arrived to see the same monster from the night before stalking towards Mary Jane, all that Peter saw was red. Putting him through the wall of the clock tower he shot a webline back to stop himself as the creature hit the wall on the opposite wall and fell down onto the staircase leading up to the top floor. Pulling himself back onto the opposite wall he pounced off towards the killer. _Don't give him a inch, don't let him even think! _he thought as he cracked the man across the jaw with his fist. He continued his assault, pinning the creature against the wall, the brick caving in from the impacts f Spider-Man's punches.

_Try and kill me? Fine! Eat me? Whatever! But you go after my friend!? NO!_ he thought, driving his fist into the creature's chest, making him gasp for breath as Spider-Man's other fist connected to the back of his head, sending them both through the landing of the staircase. As they fell, Spider-Man shot two weblines down to the ground and pulled himself into the man yet again, his feet driving him into the ground with cracked underneath the force of them. The man made a weak attempt to swipe out at the teen only to have his arm grabbed and pulled forward into another punch, bruising his face as the teen kept up his assault. "No more you hear me! Not one more person gets drained by you!" he shouted, reeling another fist back.

Peter felt someone grab it, "Spider-Man stop!" he froze at the sound of Mary Jane's voice, turning his head to face her he was met with aghast look on her face as she slowly backed away. She was scared of him.

Looking down at the man he saw that he was holding up his arms to defend himself from the next blow, the spike in adrenaline that he felt quickly subsided and he stood up off the man. "I…..I saw him and I thought…." he tried to explain as he raised a hand and gestured to the man, only seeing that the hand worn down the knuckles on his left glove.

Mary Jane slowly approached him, "I know….I know but he's not a bad guy, he wasn't in control when-"

"He killed someone." Peter replied coldly, turning his attention back to the man as he sat up in a kneeling position. Looking up at the teen with the cuts and bruises on his face, Spider-Man was met with a mournful look.

"I did…." he admitted before bowing his head, "But that man out there he…..he turned me into this." he said, clutching at the clothing over his chest, "He and that doctor…..that madman." he cursed with a growl. Turning to Mary Jane, the vigilante saw that she was giving him an imploring look, tilting her head to the man he felt the rage he felt ebb away. He would have to be a fool to trust the word of someone like the creature with only their word, but he would be even a bigger fool to not listen to someone he trusted like Mary Jane.

Kneeling down in front of the man, the teen rubbed the back of his head, "Listen um….what's your name?" he asked.

The man looked at the masked Vigilante, "Morbius…Michel Morbius."

That made the lenses of the teen's mask widen, "Wait what!? Michel Morbius?!" he asked, the vampire being taken aback that his name was recognized by the wall crawler. "The Noble Prize winning biochemist?! Your work in the field of artificial proteins helped advance modern medicine!" he exclaimed with astonishment. He was also one of the people reported missing, when Peter recalled seeing his name he was surprised by how it wasn't considered news worthy.

Morbius was taken aback by the vigilante's knowledge, "I-thank you….your familiar with my work?" he asked, the talk of his old life bringing a small smile to his face.

"Are you kidding me? When I first got my abilities I looked into your research to see if it could explain them." he explained before he fully realized what he had done. "Oh my god I'm so sorry! I mean…I kind of thought you were some sort of mindless creature." he apologized, his earlier confrontation with Vermin was still fresh, and given how Morbius had acted in the alleyway the night before he thought he was like the Rat man.

The scientist shook his head, "Do not apologize, I cannot blame you for attacking me in this state…I only wish you could have stopped me from hurting that poor girl." he said remorsefully, Peter bowed his head in shame. Standing up, he offered Morbius a hand up off the ground, the scientist took it and was gently picked up.

Spider-Man quickly glanced over at MJ out the corner of his eye, a relieved look on her face. "Well if what M…this young lady says is true, then it doesn't sound like your to blame for what happened to her." he said before turning his attention to Mary Jane. She frowned as she looked towards the door she entered from, Mark was outside the gate just now getting up off the ground. Peter fallowed her line of sight and frowned, approaching her she took a shaky breath. "MJ…..are you sure you want me to do this?" he asked in a whisper. His only reply was a firm nod, "Both of you stay here." he said before webswinging through the door.

As Mark's word stopped spinning from the back of his head hitting the concrete, he regained his bearings. "MJ!" he realized, turning towards the gate to see Spider-Man standing in front of him with his arms crossed over his chest in a displeased manner. "Spider-Man! Thank god, my girlfriend, she-" he began before webbing covered his mouth from the hero's wrist, his other grabbing his shoulder and pushing him as he lowered hi shooter, wrapping Mark up in webbing before coming to rest against the hood of the truck.

"She has informed me that your responsible for kidnapping a bunch of innocent Faunus, and apparently being an accomplice in subjugating them to experimentation. So don't worry about her, you should worry about yourself." he warned before tapping the comm in his ear, dialing Jean's number he waited a moment before she picked up. "DeWolf? It's Spider-Man. I got the guy behind the kidnapping victims, one of them anyway, I'll send you an address."

_'Good to hear, but I'm busy with some sort of Huntress situation. Some team of girls found a…..I honestly don't know what to call it, anyway their sending it back to their school for study. The headmaster ordered it moved to some facility outside the school grounds where they keep Grimm.' _she explained, making the hero frown beneath his mask. He knew that Ozpin would probably get involved in this but that still didn't sit entirely well with him. But it was better then sending Vermin to the Raft considering the whole place was undergoing a renovation after the Six busted out.

"Ok." he looked back to Morbius as Mary Jane escorted him out of the bell tower, Morbius was just a victim in all of this just like all the other faunus who had been kidnapped, the difference was that Morbius had made his own victim. "I might also have a lead on our living Vampire…nothing concrete but I'll let you know if I get anything." he said before hanging up.

Morbius frowned, "I should remain here…..after what I've done-" Spider-Man placed a hand on his shoulder.

"I know but…listen you might not be the only one who escaped from this mad doctor. I mean unless the tabloids are right and there are actual giant rat men living underground." he explained, making Morbius' eyes widen at the realization. "Look I have some friends looking into this, if you go to them then we can get you to a secure facility, maybe find a way to reverse what's been done to you." he explained hopefully.

Morbius considered the opportunity for a moment, "If studying my condition can cure others, how can I not accept?" he asked before adding, "But when this is finished…..tell your police friend I want to turn myself in." he decided sorrowfully. Peter frowned beneath his mask, but nodded in understanding.

As Peter called Ruby to set everything up between them and Morbius, Mary Jane looked over to mark, stuck to the side of the truck looking at her with imploring eyes. A part of her wanted to punch him again, but she restrained herself and instead turned her head away to Morbius and Spider-Man as he finished his call, turning to the pseudo vampire he explained where to meet him later, "-sure that you're not seen, I'll finish things up here then join you." he assured.

Morbius nodded at the hero's instructions, "Thank you Spider-Man." he said gratefully as he bowed his head to the teen, stepping away he nodded to Mary Jane in equal gratitude before turning around and leaping into the air, seemingly gliding away and leaving the two teens alone.

Save for Mark who was currently struggling against the webbing, _Mark…god who could imagine that he'd be tied up in something like this? _Peter asked himself, looking over his shoulder at the struggling accomplice who froze under the narrow eyes of the vigilante. Peter then turned his attention to Mary Jane, _MJ…..I can't imagine what how you feel about all of this. _he thought before her eyes darted over and caught his gaze.

The redhead took a breath before turning around and walking back towards the bell tower entrance, ignoring Mark's pleading looks out the corner of her eye before entering through the broken down gate while Spider-Man stopped at the entrance to the grounds. He looked back at Mark one last time, "If I were you? I would start thinking about exactly what your going to say to the police. Preferably without any lies." he suggested before fallowing Mary Jane into the bell tower.

Leaping up into the hole he had made with Morbius, he saw Mary Jane sit down at the steps of the staircase, her arms wrapped around herself as she took another shaky breath. Peter attached a webline to the landing over her head and swung upside down towards her, his feet catching the sides of the webline so he was hanging down in front of her. "Hey….." he greeted. He was met with silence, MJ's emerald eyes looking down at the ground with her lips pursed shut. _What is there even to say? What can I say? _he asked himself. No answer came, and he hung in silence until Mary Jane finally looked up at him.

He expected anger, he expected sadness, or even grief. But instead he was met with a mask, she was frowning but that was the only indication that anything was wrong until she spoke. "Hey…." she greeted back. "This…this is so screwed up Peter." she admitted, clasping her hands together and resting her forehead against her thumbs. "I mean….shit, kidnapping!? Experimenting?! God knows what else and-and…" the mask faltered for a moment but she quickly stopped it from slipping. She took another breath, "I…I don't even know how to react to this." she admitted.

"Mary Jane-" Peter started, her hands clasped and she looked up to see the vigilante staring at her, "-are you ok?" _Ok that's a dumb question you moron. _She slowly shook her head, slipping off his webline he kneeled in front of the redhead, his first instinct was to pull her into a embrace like she had done for him when he was in such dire straits, but in his mind that didn't seem the most appropriate thing to do, or what she wanted at the moment for that matter. "Listen. If you want, I can take you home. I can meet up with Jean and RWBY later and-"

"No." she immediately responded with a shake of her head, "I'm not….I can't just walk away from this….I'm not running away again." she said, more to herself than Peter.

Peter felt his chest tighten painfully for his friend, standing up he stepped up onto the staircase and sat down beside her. "Ok then….I'll stay with you." he promised. He was once again met with nothing but silence from the redhead.

Looking over at him Mary Jane closed her eyes and made another calming breath, _Thank you Peter._ she thought, but dare not say in case the sobs she was holding back slipped out.

As the two sat in silence within the clock tower, Mark stopped struggling against his bonds and lowered his head in defeat. Unaware that the camera on the destroyed Android which Morbius left on the hood of the truck was still transmitting it's feed.

* * *

A metal hand's fingers drummed against the surface of an armrest of a chair, the grey metallic arm was attached to an older man, he wore a lab coat which collared around his neck, which had a red trim that matched the cybernetic left eye he had on his face. The man was old, the white hair that was untamed and sticking off his head showed that much as his human hand cupped his chin in contemplation.

Doctor Merlot was a man of science. He had begun his career in the field of cybernetics which allowed him to construct his own prosthetics. It later led him to the construction of his android, which while were originally designed for combat, they were equally useful for plain labor after reprograming them to be able to. Later on he became fascinated with Grimm Studies. At first he was trepidatious with the creatures, they were what made humanity's only salvations in the four kingdoms for a reason.

However upon further study, his fear was soon replaced by admiration, such creatures being able to not only sense, but apparently survive off negative emotions? Who wouldn't be curious about how that could be tooled to humanity's benefit?

Unfortunately, his colleagues didn't see it that way.

After Mt. Glenn, he knew that no one would support his ideas, so he along with his self-made company, disappeared after the fall. But he did not stop working. For years, decades even, he toiled in his labs, studying every type of Grimm which he was able to acquire, the scientist looked into the possibility of enhancing them, maybe even controlling them. He was making great strides in his progress as well, even developing a formula that allows the cells of the Grimm to mutate.

But all of that changed when he saw Spider-Man for the first time.

No man is an island, but due to Merlot's…..condition, broadcasts where the only thing that could truly give him the closest thing to human contact. And six months ago, Spider-Man appeared, opening Merlot's mind to a whole new world of possibilities. How could someone gain such abilities? Where they a Faunus who had been somehow bred into this? Keeping most of the animal traits which some Faunus possessed? Or was this something else? Was this a pure form of Human and Animal hybrid? A sort of cross species? If that were the case then where the Faunus of the world failed evolutionary attempts at their true potential?

Merlot had to find out.

So far the tests hadn't produced a successful, but promising to say the least. Which is why when Morbius and Edward escaped their cells he was insistent that they be returned. And when Allen had been cornered by Morbius, he feared that that was the end…but then Spider-Man showed up once again. "This might be able to work in my favor…computer, call the Rose….tell him I have a new request, and that I'll pay double for it's competition." he said, another screen appearing as it sent a call out to his contact on the mainland whilst the police arrived on the live feed.

Things might not be as ruined as he once thought.

* * *

Peter watched from the shadows as Jean met with Mary Jane to go over her statement and find out exactly what happened. In honesty seeing MJ meet his friend on the police force was one of the more bizarre things he had seen in his tenure as Spider-Man. However with Jean making sure Mary Jane was safe, Peter was free to meet up with Morbius at the airship dock where they easily hitched a ride to Beacon. Upon arriving on the school grounds, they made their way to the facility which was a safe distance from the campus. "Thank you both again for this." Spider-Man said gratefully as he shook Curt Connors' hand, his wife standing at his side with a welcoming smile.

"After all you've done for our family? We could never refuse to help you." Curt said before looking over to the cell where Morbius had voluntarily moved into. The scientists where surprised to see one another, they had met a few times before at various conferences over the years, they even traded notes in hopes that each other's research might help progress each other's fields. The biochemist's head bowed as he sat within his cell, a force field keeping him safely enclosed for everyone else' safety. "Michel, how do you feel?" Curt asked.

The pseudo vampire let out a shaky breath, "For the time being, I think I am fine. But the longer I go without…..the more unstable I shall become." he acknowledged before the door to the cell room opened.

Ozpin entered the room alongside General Ironwood, the headmaster of the Atlas academy, Peter had met the general once before after Kraven attempted to kidnap Blake Belladonna…..well if yelling at him for not doing anything to help bring down the Kingpin counted as a meeting. Speaking of the cat faunus, her and her team entered behind the two headmasters with their attention drawn immediately to Morbius within his 'cell'. "Morbius, this is Headmaster Ozpin and General Ironwood, and if their titles didn't make it clear they're the ones who were kind enough to lend us your…..temporary abode." Spider-Man introduced in a lighthearted attempt.

Morbius bowed his head at the two of them, "I am grateful for what you both have done for me with this." he greeted with a sincere tone to his voice before turning his attention to the students who all looked at him with hesitation.

Weiss, Blake and Yang where collectively on guard at the sight of the living vampire, their earlier encounter with the creature from the sewer was still fresh in their minds. However the leader of the team walked forward with a small smile of greeting, "Hi, I'm Ruby, and this is my Team, we're here to try and help you however we can." she said with a genuine sincerity which managed to bring a small smile of his own to Morbius' face.

He nodded, "I welcome it child." he said acceptingly, Spider-Man standing a few feet away with a expression of pride beneath his mask.

The General cleared his throat, "Forgive me, but we might be short on time for pleasantries." Ironwood said, breaking up the introduction as Ozpin stepped forward.

"James is right. Doctor Morbius, please, tell us how this happened." the headmaster asked, cutting straight to the point. The room looked upon him inquiringly, the scientist taking a deep breath before he began to recount his tale.

"I had come to Vale after I received a message about my research. For the past couple years I have been searching for a cure for a genetic blood disease that only effects Faunus." he explained, causing Blake's amber eyes to widen at the revelation, but kept herself quiet despite the glance from her partner. Shortly after I arrived here, I was captured by a few android being controlled by….someone." Morbius said, his eyes darting over to Spider-Man knowingly. "I was imprisoned in a shipping container and loaded onto a boat…..I don't know how long I was on the water but eventually I arrived at an island." he explained.

Ozpin pursed his lips together, that didn't narrow down the possibilities of where his captor could be. "I was subjected to….experiments…..a strange substance injected into me. Within hours, my body changed into…..this." he said, looking down at his hands before they clenched into fists. His hands cupped his face as Blake looked at the man behind the force field with a horrified look in her eyes, she knew first hand how some humans would treat Faunus as second class citizens, but never in her life had she heard of such experimentation on one of her kind.

The hand on the secret faunus' shoulder made her turn to see her partner giving her a sympathetic look and a squeeze of comfort on her shoulder. She was soon Joined by Weiss' smaller hand on her arm. Blake gave them both an appreciative nod of gratitude as Morbius regained his composure and continued his story, "I managed to free myself by using my strength to tear out a section of the wall. I stowed away on the ship back to Vale but when I arrived here…..my hunger overcame me….." he trailed off mournfully, Spider-Man looking down in at the floor in sorrow. "Spider-Man found me and we conversed after I stopped an attempt to return me to that accursed isle."

Ironwood looked to the biochemist, "What happened to the person who tried to take you back?" he asked with a tone that was tense.

Spider-Man stepped between the general and the force field, "He's currently being questioned by Vale's finest, there's been a string of kidnappings across Vale and Morbius here was one of them. I'm thinking our rodent friend might be another." he explained his working theory. He had looked over the list on his way here and saw that one of the Faunus reported missing did have rodent claws as their animal trait, Morbius had fangs of a bat but those were relatively harmless.

Ironwood's heavy footsteps echoed through the room as he turned away from the cell, shaking his head as he contemplated the situation. He let out a heavy sigh, "We need to find the island that Morbius was imprisoned at, when we locate it, I'll scramble my ships to take care of it." he proposed to Ozpin, making the teens eyes widen in surprise.

Spider-Man leapt over Ironwood's head in front of him, "Woah slow down there mad bomber! There's people on that island that need help!" he defended harshly against the general's initial reaction. Ironwood stared him down firmly, undeterred by the vigilante's words.

"He's right!" Blake agreed as she stepped beside Spider-Man along with Ruby, Weiss, and Yang, "Those are innocent people who have been subjugated to horrible experiments! We have to save them." she said.

Ironwood looked at the students sympathetically, "Under any other circumstances I would agree, but this is assuming that the people on the island are like Doctor Morbius here and not like the other experiment you defeated." he pointed out, Spider-Man's eyes narrowing at the general's theory, "If that's the case then there's an enemy force right on the outskirts of Vale, the last time this happened we had the breach. And we can't allow that to happen again." he said with conviction, turning his head to Ozpin.

The headmaster remained silent for a moment before looking to the Connors, "Is it possible to reverse what happened to them?" he asked.

The room's attention turned to Curt and Martha, the former looking at his wife who nodded before he spoke, "It's possible, yes. But…looking at Morbius' DNA? That changes from person to person." he began before pulling out his scroll and tapping a button, making a projection emerge from the device. The image showed a DNA Helix, presumably Morbius', "From What Michel tells us, the experiment that turned him into this happened a few weeks ago. From what our tests show, it occurred by introducing a substance that mutated his DNA by causing his Animal genes to become more dominant while recessing his Human genes." he explained, the DNA strand becoming two colors, green and blue, the green growing as the blue shrunk.

Curt looked to the Living Vampire behind the glass, "To do this you were given some sort of chemical formula that causes your DNA to become more malleable and easier to change." he explained before turning back to the others, Spider-Man and the professors fallowing along while the Girls seemed to grasp what he was saying. "However….the process is like wet cement, the sooner one is exposed, the easier it is to change….but the longer you remain like this the harder it becomes until…..it's permanent." he explained, making Morbius' head bow in despair at the news.

James and Ozpin looked to each other, the General taking in the new information before turning his attention to Spider-Man, "You mentioned that you captured one of the people responsible for this?" he asked.

Spider-Man nodded, "The police have him now and are going to question him. I have a friend on the police force who is handling it." he explained, _Mark has got to know something about where the people he's kidnapped get sent to. _he thought to himself, glancing over to RWBY out the corner of his eye. "Look what about this, I'll go back to Vale and see what he knows, track down some leads, while the docs here work on trying to reverse whatever happened to Morbius here?" he suggested.

Ozpin nodded, "A sound plan." he said before turning to Team RWBY, "As you girls, I know you wish to remain involved. However due to the nature of this mission, we understand if any of you wish to end your services here." he offered.

"He's right, you four have done enough in capturing the other experiment." Ironwood said with genuine praise.

Ruby looked at her others, the four of them sharing a look before she turned back to the headmaster, "With all due respect Professor Ozpin, we can't just let this be if there's people who need our help. It's our job to help them." she stated, her teammates nodding in agreement behind her. Ozpin made a small smile before nodding in acknowledgement, a hint of pride in his eyes for his students.

"Very well." he decided, "Then while Spider-Man investigates, you all shall stay here to protect Morbius and the Connors, if they've tried to capture him before, I have no doubt they might try again." he explained, the Team nodding in agreement.

Spider-Man leapt to the plain glass window looking out to the school in the distance, opening the large windows outward he looked over his shoulder at the others, "I take that as my que to leave. I'll call once I have anything new to share." he said before throwing a webline out to one of the lampposts that lit the way to the facility before swinging away.

As he swung up into the air, shooting another webline aimed down, the teen let out a huff of air, "Ok, Doc is working on Morbius, RWBY is keeping them safe, and DeWolf is probably questioning Mark by now. Hopefully we can get ahead of this before it gets any uglier." he said to himself as he kicked his feet out as he released a webline, flipping up through the air before shooting a anchor point with his webbing. "Gotta check in on MJ when I get there. Can't imagine what going through her head right now." he said with concern.

* * *

Mary Jane was happy to say that before today she had never been in a police station, growing up in her house she had sometimes thought it would be inevitable that she and her whole family would be here under entirely different circumstances then the one she was here for today. The tv cop dramas she would watch always made it look like the police were constantly busy, everyone moving around trying to catch a criminal or something. Sitting in a seat outside the police captain's office however she saw that it wasn't quite like that.

There were easily over two dozen policemen and women in the bullpen, most of them sitting at their desk quietly working with a few going around with papers. One of them had doughnuts but so far Mary Jane was the only one who accepted their polite offer. "Thank you." she said gratefully to the older man in uniform before taking a bite of the treat. She had been here for an hour now, she had called her Aunt obviously and after explaining how Mark seemed to be tied up in something illegal she was adamant that she come get her. However she quickly calmed her down, saying that she just needed to answer some questions and she would get home herself.

"No problem ma'am." he said before glancing at the door to the Captain's office, "I can see if she can speak with you now." he offered, MJ offered him a small smile and a nod for his offer. As he knocked on the door and entered the office, the redhead turned to the door that one of the officers had escorted Mark into. When he saw her waiting, he tried to approach her but was directed back in line. All she could do was look away and try and ignore his promises of an explanation.

It didn't stop the sickening feeling in her gut but she doubted that wouldn't go away until this was over…..at least she hoped so. She looked down at the doughnut and suddenly didn't want it.

The door opened again after she tossed the food in the nearby trashcan, the officer smiled at her before tilting to the office. She offered him another grateful smile before standing up and entering the room as he left. Sitting on the other end of the room behind her desk was Captain DeWolff. Peter talked a lot about her and how she was great to work alongside in his adventures, after speaking to her she could understand why. "Ms. Watson, thank you again for staying and answering my questions." she said gratefully, gesturing to the empty seat in front of the desk. MJ nodded before sitting down, "Officer Carter is going to file your testimony away, but with everything we found at the scene of the crime…..well hopefully you won't need to retell what happened again." she said on a positive note.

Mary Jane nodded but the words didn't seem to really resonate with her, the Captain frowned, "Ms. Watson…..are you ok?" she asked. The redhead wanted to scoff at the question, but instead she absentmindedly nodded her head, Jean wasn't convinced in the slightest, the police captain looked at her sympathetically, "What your doing is the right thing Ms. Watson…I can't imagine what your going through right now and I know it might not be a comforting thought but it's true." she insisted.

It was a comforting sentiment at least, however it did seldom to lighten the load on MJ's shoulders, "Why is it the right thing to do ends up being painful too?" she asked.

Jean paused for a moment before answering, "Because the right thing isn't always the easiest…..but in the end it's worth it." she replied, making the young woman take a deep breath. She knew that, deep down she did, the pain would eventually fade but it brought no comfort to her here and now. "You can go home, but if you remember anything else? Don't be afraid to call." she added, standing up from her desk and walking around it to shake MJ's hand.

The young actress stood as well, shaking the captain's hand before turning around and exiting her office. Once the door shut, the captain made her way to the open window and poked her head outside, looking over to the side she saw Spider-Man sitting against the brick wall, "Sorry about that, the guy's girlfriend was giving her statement." she explained, the vigilante silently nodded as she pulled her head back inside.

_MJ…..I am so sorry you had to do any of this. _he thought sadly before crawling over the wall and pulling himself back into the office. "So as I was saying, Mark might know where the source of these guys are coming from. Sooner we get him to spill, the better." he explained to the captain.

She crossed her arms over her chest, "Can't say I'm fond of this, I get that this Morbius character had no control over himself but working with him…." she trailed off before shaking her head with a sigh.

"He's willing to turn himself over after this is all done." Spider-Man provided.

The Captain looked unsure, "With an Atlas General involved? Something tells me it might go as smoothly as you think." she replied before sitting down in her chair. "But if this stops real life monsters from popping up in the city? I won't complain." she decided, her hand reaching up to her head and taking her beret off before setting it down on her desk. "Speaking of which we got word back on those androids, they're an old Merlot Industries security model."

Spider-Man tilted his head in confusion, "Merlot? Didn't that company go under after the Mt. Glenn incident?" he asked, recalling how the Mt. Glenn disaster was talked about in his history class with the company being brought up. _Didn't Randy say that they were semi responsible for it too? _he pondered to himself.

"Yeah. My guess is that they were sold on the black market, old security robots like that? I could imagine someone with some cash paying for them." she rationalized.

"Yeah I-wait. The black market? We actually have a Black Market in Vale?!" he asked in disbelief.

The Captain smirked in amusement, "Spidey. Everywhere has the black market. It's called the internet." she joked.

The vigilante crossed his arms and cupped his chin, "So those comfortable and entirely masculine bunny slippers I bought were just a front." he remarked, suddenly his sixth sense buzzed towards the door of DeWolf's office, jumping back, he grabbed the side of the window frame and swung himself out against the wall as the door to DeWolf's office opened.

A knock at the door was heard which Jean authorized entry to, stepping inside was officer Carter, the same man who had offered MJ a doughnut, "Captain? The Allen kid's Lawyer is here, he's really antsy to speak to his client." he informed. Jean nodded before standing up and leaving her office as Spider-Man sat against the brick wall outside her window.

As much as Peter and Jean helped each other, it didn't make a Police Captain partnering with a known vigilante any less illegal. So being caught in her office talking shop was something they needed to avoid at all costs. Peter leaned his head into his palm as he recalled MJ talking with Jean. Her voice sounded so….hallow, he never heard her sound like that before. He thought that maybe since she had time to process things since the bell tower she would let that mask fall. _Maybe that's too much to ask right now. _he thought, looking down at the alley below, his eyes widening when he saw the redhead on his mind leaning against the alleyway taking deep breaths. _But that doesn't mean I can't at least try to help her. _he thought.

Crawling down the wall, he stopped when he was a good five feat above her without her noticing before he cleared his throat. Her head whirled around the source of the voice before he spoke, "Up here.". MJ's head twisted up and surprise crossed her face as he pushed off the wall to the opposite one a few feet away from her, sticking to the surface now at eye level with her.

Her surprise melted away as she recomposed herself, "What are you doing here?" she asked.

The young man bowed his head slightly, "I came to see if Mark told the police anything. But they haven't talked with him yet." he explained, Mary Jane crossing her arms over her chest whilst leaning against the wall, pulling into herself. "How are you holding up?" he asked sincerely.

Her emerald eyes looked up into the white lenses staring at her, she turned her attention to the ground between them. She took in a deep breath through her nose, "I feel like a idiot." she admitted, making Peter's shoulders slump. "I mean what the hell is wrong with me?! He was acting weird before and instead of questioning it I just accepted what he told me, I didn't push because I….I didn't want…" her hands balled into fists against her sleeves. "I trusted him Peter….I honest to god thought I could trust him and….."

"Mary Jane-" he started before her jade eyes snapped to his, tears brimming in the corners of them making him fall quiet. She quickly raised her hand and wiped her eyes of the tears, refusing to let them be shed. Peter shook his head, "How could you have known?" he asked simply. She let out a shaky breath as he stepped down from the wall and approached her, her head dipped down, not meeting his eyes.

"I….I loved him." she croaked out in admission, her voice sounding like her heart had been shoved into her throat. "I…..I didn't want to admit it but I did….I trusted him with everything….my thoughts…my dreams…my hopes….my…" she shuttered as her arms enclosed around herself protectively. "….my…..self…" she struggled as she shuttered in repugnance, Peter's heart clenching at the sight of his friend's shaken posture. "And he just….betrayed it….all of it….." she shallowly muttered in distain and heartbreak.

Peter wanted to reach out, but given the state she was in, it was clear that it wouldn't help. Approaching her side, he gently as he could rested his gloved hand on her shoulder, she flinched at the touch, "Mary Jane…..listen, Mark's lawyer is here and if he's smart he'll tell him to spill everything he knows…there's nothing more you can do. Tonight is done…..you should go home and-" he started as her head snapped up.

Through the tears in her eyes he saw confusion, "Wait, his lawyer?" she asked, Peter nodded, "Peter, his mom is the family lawyer. And I'm not sure if he called her yet." she explained.

Realization dawned on both of them just before gunshots echoed through the air along with the shattering of glass above!

"Run! Now! Get home!" Peter shouted before leaping up the wall and sprinting towards the window to Jean's office, reaching the opening he leapt across the small office, bursting through the door into the bullpen as bullets flew through the police's headquarters. Jean and her men where taking cover in front of hum behind the desks, while across the room, men wearing purple ski masks fired fully automatic weapons at Spider-Man's side of the room, one of the officers making a break for the police's side of the room only to be gunned down. "NO!" Spider-Man shouted, sending a web out to the officer as he fell, pulling him across the room and into his arms he ducked down beside Jean who was holding her bloody arm wit her unwounded hand.

Setting the wounded officer against the desk, Jean moved beside him, "I got him! Take them down!" she ordered.

Spider-Man nodded, flipping over and off the table towards the gunman, "Well you guys saved the cops a trip to come pick you up, so how about you save me thr trouble of beating you all senseless and give up!?" he shouted as he dodged the bullets in midair before planting his foot firmly into the face of one of the gunman, sending him flying back as Spider-Man drove his fist into another's head with one hand, his other webbing a man in the face and slamming him head first down to the floor. Two of the gunmen turned their sights on the webhead before he leapt off the ground, bouncing off the wall he used two weblines to pull himself feet first into a gunman, sending him back across the room to the cop's side before his webbing recoiled him back towards another of the gunmen behind a deck.

Landing on top of the surface on his hands and feet he swung his foot out and kicked the goon in the side of the head just before his Spider Sense went off. Leaping off the desk just as a shotgun blasted it apart, he grabbed ceiling fan and tore it off it's line before throwing it at the man with the boomstick. Landing on the ground his head was on a swivel, seeing a policeman on the ground with one of the gunman pointing his rifle at him, the hero shot a webline to the side of the weapon while his other hand fired webshot at the criminal's head, the webbing hitting it's target like a small cannonball while the weapon was pulled away, "Get to cover!" he said as the officer took off for the makeshift barricade his allies where setting up as they returned fire to two of the perps.

Leaping up to the ceiling to get a bird's eye view, Spider-Man looked around the room, _Ok there's only a few men left so-Oh no! _he thought when he saw the interrogation room's door open. _Crap Mark! _he thought, dropping down in front of the door and looking inside with the worst fears in his mind. However none of them were there as the room was empty. _Ok so he's alive, thank god. _he thought in relief just before the side of the wall he was standing beside was shot. Turning his head around he saw one of the gunmen duck behind a desk.

Stomping in front of the desk, he grabbed the side of the wooden structure with one hand and lifted it over his head, removing the criminal's cover with it being thrown into another of the attackers across the room. Before the crouched down gunner could aim his weapon he was pulled up off the ground by the front of his shirt, "I'm usually a nice guy, but guys who shoot up police stations have a way of getting under my skin." Spider-Man growled out as his eyes narrowed.

He could feel his spider sense warn him of one of the criminal's friends he had knocked down reaching for his weapon, without looking Spider-Man shot a webline to the man and pulled him over where Spider-Man's foot slammed into his chest, a small cracking sound being heard as the man yelled, the vigilante's eyes never leaving the ones of the man he held in his grasp. "So I'm not in any mood to be jerked around tonight. Who are you working for? And where's Mark Allen?" he asked in a seething voice.

"Th-The Rose! We work for the Rose! He wanted Allen out of here by any means necessary!" he told fearfully before the doors to the office opened with more police arriving.

"Spider-Man! Drop him now or we will open fire!" one of them ordered.

"What!? No! I'm on your side! Uggghhh!" _I don't have time for this! _Peter thought frantically before throwing the man in his hands into the group of cops, "Sorry but black and white stripes don't go with the mask!" he shouted as the half dozen police went off balance for a moment as Spider-Man bolted across the room and leapt at one of the windows, tucking his arms and legs in as he burst through the glass and caught himself on a webline. Swinging upwards he felt his sixth sense warn him of gunfire coming from behind from the police puling himself with a web out of the way he could hear Jean's muffled shouting from the building as he swung over one of the nearby buildings out of their line of fire.

"Well isn't this fan-freaking-tastic!? Not only does Mark get kidnapped and the police attacked by some new crime boss I've never heard of, but our only shot at finding this island is up in smoke!" Spider-Man said to himself frustratingly as he web swung over the streets. Landing atop a storefront sign, Spider-Man took a moment to catch his breath, _I want to call DeWolff and make sure she's ok but it's gonna be pandemonium over there for a while. _he thought as he bowed his head as his lenses narrowed. _But I have something. A name, the Rose. Someone, somewhere, has to know who they are. And I' going to find out! _he thought with determination as he cast a webline out.

He would find the Rose, then, Mark, and hopefully whoever was behind all of this misery. He was going to put a stop to all of this.

* * *

**AN: Ending it here because man this is a good place to wrap this chapter up and a great place to start the next one. So yeah, things don't go as planned for the old webhead. **

**And Merlot's Motivations are a little different from his cannon counterpart, however given how he was obsessed with the grim and how they were apparently superior to humans and faunus, seeing a man with the abilities of a spider be able to do what he does? Plus…..well you'll see. **

**Next chapter is all planned out but I wanted to get this out to you wonderful people as soon as I could since you've been all very patient with me. And I have some good news, given how my schedule with school, work, and this has been going I'm thinking of diving right into Volume 3 after this! Mainly because with how my updates are going, Volume 7 might be over by the time I get finished with Volume 3, and I'll have six months of stories to tell which will fill that void. **

**But anyway in Spider-Man news, The Amazing Spider-Man tie ins to absolute carnage came out…..holy shit. I mean holy shit this was great. Legit was a little worried because tie ins usually break the story of the book it's intruding on but NOPE. Spencer Weaves a story perfectly into the tie in which dives into Norman Osborn and I gotta say…..holy shit I can't wait for Norman to come back.**

**For those unaware, Norman currently thinks he's Cletus Kassidy after the Red Goblin story arc (thanks for that Slott). Won't get into details because it's seriously worth the read yourself, but the story ties into older comics which I own, written by Gerry Conway, and the words in it are Ver Batum what Conway wrote back in the 70's! And it works! Seriously bravo to both writers on that. **

**In RWBY news, Volume 7 is a month away, we got a trailer at NYCC, and holy crap I'm excited! The outfits look great, I for one like Jaune's hair, and I' curious to see where things go. Also the first Phyical RWBY comic came out last week! I got the Jim Lee variant cover and it's awesome!**

**Speaking of the comic so far is amazing and the Blake issue which I thought I wouldn't be a big fan of turned out to be my favorite so far right up with Yang's. Seriously I can't promote this series enough, it's a dollar digitally and it's a great read as a RWBY fan guys. **

**Now then this week, Absolute Carnage 4 comes out, which I'm super exited for. And….ugh….the second issue of Abrams Spider-Man. Which I'll give it a shot still but…that first issue did not get me excited for much of anything guys. I'm sorry, if you like it then sweet, don't let me dissuade you, it's just not my cup of tea I guess. **

**Oh! And I also plan on getting the Outer Worlds next week after finishing up Devil May Cry 5…..y first DMC game…..can see what the hype is about, super fun game despite being linear. **

**Anyway, until next time!**


	4. Chapter 4 (Selection)

**Selection**

**Maelstrom Resurrected: The Rose is actually a lesser known Spider-Man villain akin to Hammerhead, Silver Maine, the Big Man, or Kingpin. I actually originally thought to have Big Man instead but…..his design is really…..dated. The Rose on the other hand is sort of timeless? Plus any of those other guys can appear later in the story. **

**Darkbeast42: Honestly that did not even cross my mind until I saw this comment, holy crap I got to make a joke out of that sometime.**

**superjoeyf721: I'm surprised we've never seen a story where Morbius actually does find a cure and he can revert back and forth between human and Vampire. I could totally see Marvel do something like that.**

**Awesomerebel55: I was actually thinking more like the High Evolutionary, I mean animal people, lives on an island, but yeah the Jackal is an obvious inspiration as well. As for how far I go off script, I go by the philosophy, 'The Story goes from A to C, I just add B to it.' While I do add a lot to the story, the overall plot remains relatively the same.**

**Blood Spider: …what ever happened to Junior?**

**pyrojack25: I got the first physical issue and it collected the first two online books, so maybe waiting for the trade paper back is for the best. And yeah Absolute Carnage is Effing bonkers, can't wait for the final issue next week. **

**Guest1: Ok that's…..just plain wrong. In this story I've stated that MJ has dated maybe a handful of guys, and I never said that she has had sex EVERY Single one of them. **

**RadBMan21: Oh man you think that's a deep cut? Spencer pulled from a tales of Spider-Man that no one read for dialogue for one of MJ"s scripts and I never realized it until someone pointed that out to me. **

* * *

"I'm going to ask this once! Where is the Rose!?" Spider-Man shouted as he crashed through the window of the spacious apartment. The occupants inside where a few street hoods who had knocked over a jewelry store for valuables, Spider-Man had obtained the location of their hideout from the pawn shop owner which had bought and laundered the stolen goods. All night he had been asking that question to every criminal and crook he had come across, however all the answers ranged from them being unaware of who this Rose really was, or them not daring to spill a word.

What brought the Vigilante of Vale here was the fact that the pawn shop owner said one of them was bragging about being connected to someone in the Rose' organization. Of the five people in the apartment, two of them charged at the hero ready to fight while the other three broke for the door. "Not so fast, I just got here, least you guys can do is indulge a guest." Spider-Man said, firing a large net of webbing to the door, the substance covering the upper corner of the door so it wouldn't move no matter how much the three struggled to open it as their two friends attacked the web head.

One of them wielded a fire poker and used it like a makeshift club, Spider-Man easily dodged the swipe which hit the man's friend in the face, "AGH! Mother-what the hell man!?" he asked his friend, holding his head where he had been hit. The man with the poker winced at is comrade's accident before Spider-Man webbed the poker and tugged at it, making him hit himself in the side of the face while he tripped the one who had already been hit with a web pulling his feet out from under him. Webbing them both to the floor, the teen looked at the door.

"Ok since they didn't run, I'm going to safely assume one of you knows the Rose?" he guessed, tapping his chin in mock contemplation. One of the remaining three, the biggest out of all of the group Spidey noted, marched forward cracking his knuckles, thin on patience, Spider-Man quickly closed the distance between them and grabbed the man by his wrist and pulled him off his feet and threw him easily into the wall beside him, the large man slumping to the ground with plaster from the wall falling on him. His head snapped over to the duo who were pressing their backs against the door in fear of the wall crawler. "So. The Rose?" he asked expectantly.

One of them nudged the other, "I-I-I was lying! I don't know anyone in the Rose's crew! If I did would I be here in this dump?" he asked, earning an indignant look from his friend.

"Hey asshole my place isn't a dump!" he said defensively as Spider-Man pinched the bridge of his nose over his mask. Of course it was too good to be true, webbing the two to the door behind them and marched to the window before leaping out with a webline being thrown to swing from. "…it isn't right? I mean Derek's place is a dump. Mine isn't so bad." the one thug defended.

Meanwhile, Spider-Man groaned in frustration as he touched down on the side of a brick wall, on the horizon he could see the sun beginning to peak out over the horizon. He had spent all night searching desperately for any leads on where the Rose was, or who they were for that matter, all he had was the alias. _DeWolff might know but she's still recovering from the attack, maybe the Bugle might have some leads? It should be open in a few hours-OH CRAP! May! _he realized. He had been out all night without so much as checking in on his Aunt! He quickly dialed her number on his scroll and called his loving Aunt.

The tone rang twice before she picked up, _'Peter! There you are! I've been worried sick, where are you?' _his Aunt asked with concern.

"Hey Aunt May, I'm so, so sorry." he apologized, he hadn't given his Aunt a second thought before he went out on his manhunt for the Rose. "I'm at work, well, I was at work all night looking into stuff for a story I'm helping Mr. Urich with. I'm grabbing some breakfast now." he lied expertly. He heard his aunt let out a relieved sigh on the other side of the phone, "I'm so sorry, I meant to call, I just got wrapped up in what I was doing-"

_'Peter, you should have called.' _she said firmly. Peter stopping the lie he was about to tell her to listen, _'Have you talked with Mary Jane?' _she inquired.

Peter's head fell dejectedly as he recalled how the events of the past day had worn his friend down emotionally, "Yeah….I met up with her last night after….how is she?" he asked, his concern for his friend coming to the forefront of his mind before anything else. He was sure that the police informed her of what was going on but he hadn't seen her since their conversation in the alley.

_'I'm at her house now, Anna had to work so I'm watching her today. She's up in her room now….she hasn't said so much as a word.' _his aunt said with her own voice showing her worries.

_I should be there. MJ's been there for me when I needed someone, and it's not like I have any leads on the Rose. _he thought to himself. _But every second I'm not looking Mark could be…I don't even want to think about it. _he thought shaking his head. "Aunt May…how do I help her?" he asked.

His Aunt was quiet for a moment before speaking, _'Peter, you have such a big heart and that's one of the best things about you. But some things, no matter how much it hurts, you can't do things for.'_ she said wisely. Peter laid his back against the wall he was sticking to, he wished that this was just as simple as beating someone up and sending them to jail and that would fix all their problems. But that was far from the case, Mark betrayed someone who was already guarded with who she trusted,

"I know…..I just feel useless when that's the case." he admitted.

May snorted, _'I know the feeling…but right now, there's nothing you can do. But later on? Be there for her, show her that she means something to you…..I think that's something she'll need.' _she advised. Peter smiled for the first time in what felt like days under his mask. _'I need to go. Call me later Peter. I love you.' _

"Love you too May, and thanks." he replied before she hung up. Pushing himself off the wall, the teen's mind refocused, he needed to find the Rose, and fast. Before he could leap off the wall however, his earpiece rang. "Well aren't I busy today?" he asked himself as he picked up the call, "Hello?"

_'Spider-Man, It's Ruby…..we uh…..we have a problem.' _the leader of the all-girl team began.

Spider-Man's hand slapped over his eyes, "Of course we do, because why would anything go our way? Ok, what happened?" he asked tiredly.

* * *

_(The Night Before, Beacon Containment Facility)_

* * *

It had been an hour since Spider-Man had left Beacon, and while Guarding Morbius wasn't a glamorous job, it was still a important one to the overall plan nonetheless. While Ozpin went to inform the Vale Council of the situation, General Ironwood had also left to prepare his people for a possible military operation to take the island that Morbius was held at. And the Connors had left to run tests on samples of Morbius' blood, hair, and skin, leaving the team alone with the Living Vampire within his cell. "Are you sure there's nothing we can get you? A book? A Tv….a deck of cards…some…some fourth thing?" Ruby offered to the scientist.

Morbius sat on the chair that was provided for him within the cell, he shook his head at her offer, "No child, I don't want to take any risks. My Hunger is more….noticeable now." he admitted. Making the silver eyes widen slightly. Yang stepped beside her sister defensively, giving Morbius a suspicious eye, he raised his hand calmly to the older sister, "You have nothing to fear as long as the barrier remains up. However the longer I go without feeding…..the less control I will have over myself." he explained sadly.

Blake crossed her arms over her chest, her gaze going downwards as she made an effort to keep her earns from flattening under her bow. The fact that someone would do this to a Faunus was incredibly disturbing, while he retained his faculties for now, Morbius could easily slip into what the other Faunus they had captured was, some creature that went off nothing but the more basic of instincts. Mankind had painted her species as monsters, freaks of nature, and creatures of the night, and this was those thoughts made flesh. And more frighteningly with each passing minute, this change became more and more permanent, her amber eyes looked up to his, "Doctor Morbius…..I hate to ask this…but what if…." she began, yet didn't want to say the possibility.

"What if I cannot be changed back?" he guessed. Blake solemnly nodded, her team looking between them with inquiry. "I was resolute in turning myself over to the police. I still plan to regardless of the outcome…..but if there is no way back…..if there is no hope for my former life, or worse yet I try and har any of you?" he asked, "Then I ask for my life to end." he asked of the girls, their eyes widening in shock at his answer.

"What!?" Weiss nearly shrieked in horror before shaking her head, "But you can't! That's-that's not right."

Ruby nodded in agreement, "Weiss is right, I know that it might seem bad now but even if we can't cure you soon, then maybe someday-" she began.

"I have taken one life already child…..and I was willing to take another to satisfy my own vengeance…..I still am….my impulses are harder to control now. Should I face the man responsible for this….this curse.." he shuttered, "I'll rip his throat out." he growled out additionally, making the four girls all take a step back from his cell from the sudden shift in his tone. Taking a minute to recollect himself, Morbius took a deep breath before speaking to try and calm himself, "I would rather die a man than live as this monster any longer. Become like that other creature you've captured." he explained more calmly.

Before any of the girls could respond, a high pitched alarm blared above their heads. Each of their hands found their weapons instantly as they turned towards the door of the room, Ruby looked between Weiss and Yang, "You guys stay here, me and Blake will check it out." she said. At worst with the two of them they could fall back here quickly, Yang gave her sister a trusting nod as she activated her gauntlets and Weiss raised her rapier.

Blake and Ruby ran out the door with their weapons drawn, the cell which Morbius was in had been set aside to examine Grim safely, the room outside it was where the Grim were loaded into the facility with the elevator on the far side leading down beneath the ground where most of them were kept. Suddenly the metal doors to the lower level creaked as the metal bent inward, the two doors grinding apart as they were forced open. Emerging from the darkness off the Elevator shaft came a reptilian creature, Ruby and Blake's first instinct was that it was once again Doctor Connors, however as it stood on it's hind legs it seemed not to be the case.

Unlike the Lizard, this reptilian creature wore no tattered clothes, the only thing on it was a black metallic collar around it's neck with glowing red lights. Not to mention it didn't look like Connors did the last time he transformed, this one resembled a Iguana if anything. Nevertheless both girls readied their weapons before the creature roared and charged at them, Ruby shot forward in a blur of rose pedals, swinging her scythe around herself to gain momentum before slamming the blunt end into the side of Iguana's head. As Ruby skidded to a halt behind it, Blake unleased gunfire at the creature, the bullets not penetrating the scaly skin of the creature before it pounced onto one of the metal support beams and then at Blake.

The Faunus's shadow clone was slashed by the claws of the creature as the real Blake leapt overhead, slashing her blade over the back of the creature as it lashed it's tail out into Blake, knocking her through the air as she recovered her balance whilst her leader Fired her rifle at the creature, the force making it stagger and raised it's arm to protect it's face.

As the two huntresses continued their fight with the Iguana, Yang and Weiss heard the battle from the cell room while Morbius stood back from the cell's barrier against the wall. Yang's fists clenched together as she heard gunfire from the other room, her first instinct was to run out and help her sister and partner out, but that would also mean leaving Weiss alone to defend Morbius who at any point could go feral on them. Looking over at the heiress she saw that she seemed to be thinking similar thoughts as her eyes bore into the door. _Ruby knows what she's doing. And Blake's with her. _she thought, aside from maybe Weiss, she didn't trust anyone else more with her sister's safety.

Those thoughts were interrupted as the window broke and a small creature laned in the room, Yang and Weiss turned ready at the creature, underneath it's arms were leathery wings that connected to it's sides. On the sides of it's head beneath it's black hair pointed out two large ears that belonged on a bat. It's entire body was covered in brown fur that reminded them of the first creature they encountered, the difference being this one wore a pair of cargo pants that seemed intact around it's legs and a black collar around it's neck. "Ow!" it cried in pain as it stumbled back, one foot held up in the air as glass cut through the sole of it's foot.

Weiss and Yang looked at one another in confusion from the creature's painful sound, however looking at the creature as it lowered it's arms, the two huntresses were shocked to see the face of the creature.

It was just a little boy.

Beneath the fur and black eyes it was clear from the face that it was just a child, not even in his teenage years. Painfully pulling the glass out of his foot he looked up at the two huntresses, "AH!" he yelped, falling back onto the ground and raising his hands, "Please! No! I'm sorry!" he cried fearfully as tears leaked from his eyes.

Weiss immediately sheathed her weapon and held up her hands, "It's….it's ok…." she said, trying not to scare the poor child any more than he already was. Yang disengaged her gauntlets and did the same as her friend, slowly approaching him Weiss spoke again. "We won't hurt you." she assured, the boy lowering his hands as Yang kneeled down so that she was at eye level with him.

"She's right….what are you doing here?" she asked with concern, her maternal instincts taking over.

The boy blew air out though his nose as he raised his hand and wiped his eyes, "I-I was told t-t-to turn off the gate thing." he explained, Yang's eyes rose questionably before sparks shot off the collar! "AHHHGGGHHH! PLEASE STOP!" the boy cried out as the collar shocked him, Weiss and Yang recoiling in horror as the electricity died down.

_'I recommend you let the boy do his job,' _a static voice from the collar said, the boy's freshly tear stained face lifted up revealing a microphone and camera on the front of the collar. Yang felt rage bubble within her as her eyes flashed crimson red, _'Ah, ah! Unless you want this boy to suffer more, I suggest that you help him release the other specimen. Otherwise I won't turn off the shocks next time.' _the voice warned, a small static shock buzzing the boy to prove a point.

Weiss' icy cold eyes locked on the collar, she was accurate enough with her sword that she could jam the barrel of a gun with the tip. Slicing through the collar would be no problem, but she couldn't risk possibly hurting this innocent child. Turning her head back to the cel she saw Morbius standing at the barrier with a conflicted look on his face, he bowed his head before nodding to her. Weiss turned her gaze back to the collar, "When we find you, I will make sure you know what it's like to have a collar around your neck." she threatened as Yang, barely containing her anger stood up.

The blonde walked over to the controls to the cell and reeled her fist back before smashing it into the console, the shield lowering and Morbius stepping out.

* * *

_(Present Time)_

* * *

_'The Iguana guy ran off as soon as Yang and Weiss were forced to let Morbius ou, apparently it set the rat guy free too but we don't know where it went…I'm sorry Spider-Man.' _Ruby finished explaining sadly. Peter still clinging to the wall as his fist crushed the brick corner of the building in anger, first Mark, the police, now Morbius and this innocent kid? How many people were going to suffer because of someone's twisted mind!? _'Yang and Weiss feel bad about it but…'_

"No, Ruby tell them they did the right thing…no one should be put in that position." he said, the brick crumbling in his fist as he drew his hand in front of his chest. "Look, I'm tracking down the guy responsible for breaking the suspect out of the police prescient. You guys get some rest, I'll call you when I get a lead." he said before hanging up. _Getting some rest sounds really nice about right now, I've been up all night and it's starting to get to me. _he thought tiredly, rubbing his eyes against his mask. Launching himself off the wall he shot a webline out and swung down the road, _I'll grab a cup of coffee soon. Recharge my batteries a little bit. _he decided as he threw another webline out to turn a sharp corner.

_Ok I've knocked over every punk I could find and that got me nowhere. Meaning I have only one option left. _he thought to himself as he swung up into the air, the Daily bugle coming into view before he shot a webline out to it and pulled himself onto the side of the newspaper. _There's gotta be something here that should point me in the right direction, Urich, Robbie, someone has got to know who this Rose guy is. And if they don't know then the archives here might just point me in the right direction. _he thought as he reached the lower rooftop of the Bugle.

The secondary rooftop of the Bugle as where the helipad that the airship docked was located, it was often used to report breaking news but in recent weeks it had barely been used. Spider-Man landed on the wing of the airship in a crouch, crawling over to the side he looked around for any witnesses before flipping off the wing to the edge of the helipad that reached off the rooftop. _Good thing I thought to put a stash of clothes under here a few weeks ago for when I need a quick change. _Peter thought to himself as he crawled under the helipad where a duffle bag of clothes was wedged between the landing pad and the roof.

Grabbing the bag, he climbed back up over the side of the helipad and bounced off the airship to the top roof where he changed into the set of clothes he kept in the bag.

Minutes later, Peter entered the Daily Bugle offices, his hair still a little disheveled and sweaty, _Should add a comb to the little hygiene kit I put in the duffle bag. _he thought. He had the foresight to add a small plastic bag containing toothpaste, mints, deodorant, and a toothbrush into his duffle bag so that he would be lightly more presentable as Peter Parker. The teen ignored his hair though as he walked through the office, heading to Ben Urich who was busy at his desk, "Hey Ben." he greeted.

Ben glanced briefly over at Peter before double taking at the teen's appearance, "Damn kid, what happened to you?" he asked, noticing the bags under Peter's eyes along with the small cut on his cheek he had gotten from his fight with Morbius.

"I uh…..was working late last night. Got roughed up on my way home." he lied.

Ben raised an eye at the teen, "Kid I was here last night, you want to try again?" he asked, Peter wincing slightly at being caught lying.

The teen sighed as he rubbed the back of his head, "Ok, ok, I was…..looking into that story Robbie told you not to pursue." he said, half telling the truth as the reporter shook his head.

"Parker that's-" he started.

"I know, I know, that's bad, dumb, and a bunch of other things but I couldn't' shake it. But look I got a possible lead." he explained, capturing Ben's interest. "I overheard some conversations with some…..less than reputable people. Does the Name, The Rose mean anything?" he asked. Ben's reaction to the question was bewilderment before his gaze turned firm. Peter felt like he finally got a break for the first time in days.

"Parker Robbie was right, you need to drop this. Now." he said seriously.

"Ok fine, just tell me who this guy is? For future reference." he asked impatiently, needing the information now.

Ben leaned back in his seat, scratching the underside of his chin as he spoke, "The Rose is a crime boss, no one knows who his real name is or what he looks like, all witnesses say is that he wears purple ski mask and glasses to hide his identity." he explained, Peter crossing his arms as he sat against Ben's desk. It was odd that a criminal would wear a mask to conceal his identity, the only one of his own villains that did that was the Green Goblin, all his other villains didn't bother with a secret identity. "Rose has his fingers in almost everything, drugs, theft, larceny, extortion, even Dust Trafficking."

Peter nodded as he got the picture, "Sounds like the Kingpin." he noted.

Ben snorted, "Yeah, except that the Rose hates the Kingpin." he revealed to the vigilante's surprise, "Rose has spent years chipping away at Kingpin's empire and he keeps grabbing more of it." he explained further. "So of he's involved with this, then you shouldn't be anywhere near this." he warned.

Peter raised his hands, "I read you Ben. No more looking into the Rose." he said, _As Peter Parker that is. _"Thanks Ben." he said gratefully.

"Sure thing. And Parker, do something about your hair." the reporter said good naturedly, Peter running his hand through the mess of locks on his head before walking away to grab a thing of coffee. Entering the break room he walked over to the coffee maker and grabbed a Styrofoam cup, _Ok so Rose is an enemy of the Kingpin….and I bet he would love it if Spider-Man was focused on him instead of his two tons of fun. _he thought as a plan slowly came together in his head.

* * *

Mary Jane was no stranger to bad things happening in her life. Her father dressing her and her sister down whenever they felt a sense of accomplishment, her mother and sister siding with her father over her when she wanted to break away from him, how she had been constantly compared to her more successful cousin and asked why she couldn't be more like her. And even recently, every time Peter returned from a fight with no small amount of cuts and bruises, or when he went off to battle the Sinister Six with none of his powers at his disposal.

But finding out her boyfriend, the person she slowly but surely started to give her heart to was involved with the trafficking and experimentation of innocent Faunus? How would anyone react to such news? A ball of anger, grief, self-doubt, and heartbreak formed within the pit of her stomach and weighed her down. Food that May had brought her didn't help in the slightest but she still ate it anyway, through the act itself made her feel worse if anything. She just….felt sick.

The gentle knock at her door made her face turn up from her pillow, "Mary Jane? It's me, Pyrrha." her cousin greeted from beyond the bedroom door. "May I come in?" she asked politely.

MJ's first thought was to be silent, she didn't want to talk to anyone, she didn't want to answer how she was feeling, but knowing Pyrrha? Sweet, kind Pyrrha? Maybe she would help, "It's open." she quietly answered, not sure if her cousin could hear her.

Evidently she did as the door creaked open, the champion saw her cousin lying in bed beneath the covers, the food tray on her nightstand empty but her family looking none the better. Mary Jane herself looked worse than she had ever seen her, her hair was frazzled and unkempt, her eyes were red, and she looked slightly pale. The huntress frowned sadly at the state of her cousin, her Aunt had told her everything that happened and she immediately decided that she needed to see her cousin as soon as she could, Jaune and the others were entirely supportive and promised their discretion on the matter.

Shutting the door closed behind her, Pyrrha approached the bed and sat down on the edge of it, Mary Jane looked over at her but quickly returned her gaze blankly ahead of her. Without a word, Pyrrha's hand covered the shape of MJ's over the bedsheet, "I'm sorry." she said compassionately.

MJ let out a dry laugh, "What are you sorry for. You're not the idiot who dated a piece of trash." she said coldly.

Pyrrha shook her head, "Mary Jane what he did? It's in no way your fault-" she began.

"No but me believing him is." MJ curtly replied, "I knew that he was keeping something from me and when he gave me a excuse I just….accepted it." she said as her hand slipped out from under Pyrrha's hand to wipe away the fresh tears in the corners of her eyes. "And I knew, I knew! Something was wrong, he wasn't telling me something but I just thought that maybe I'd be like-" she stopped herself. She thought that it might be like with Peter, he was doing something that would worry her and be something she would have to keep from others. And she didn't want that again, but it was still stupid of her to just settle with what Mark told her, "-like…..things could work." she said.

Pyrrha looked at her cousin with a crestfallen expression, "Mary Jane…..I'm not familiar with things like this…."

MJ snorted, "Pyrrha I've dated four guys and half of them were trying to get in my pants, and one of the two who weren't did something this horrible, so I'm not batting one thousand either." she dryly commented. MJ remembered how after she declined the other two boys advances they immediately moved on after, dating and love became things she didn't take seriously for a while after that…..until she and Mark started going steady.

Pyrrha didn't bluster from MJ's reply, "I don't think anybody does." she supplied, Mary Jane turning her head to look at her, "You can't be afraid to put your heart out to the world….if you did? Then would I be here with you?" she asked, causing Mary Jane's lips to twitch slightly. Pyrrha turned herself on the bed so that she was facing Mary Jane, her hand redhead out to her shoulder this time, "And I'm happy you did! I…..I know you and your family didn't get along…..but you're MY family. Aunt Anna is your family." she said as a prideful smile came over her face, "And I am so happy that you're a part of my family." she said honesty.

A lump formed in Mary Jane's throat as she finally sat up from the bed. Before she could register or try and attempt to stop her, Pyrrha's arms were around her, embracing her with love. A sob escaped Mary Jane as she wrapped her arms around her cousin, "T-Thank you…..thank you P-Pyrrha." she choked out tearfully as the emotions she bottled up within her for the past day flowed out. Pyrrha simply held her, hugging her close and, saying her cousin's head against her shoulder. "I'm sorry…this is me dumping stuff on you and I know how that feels." she admitted, pulling away from her cousin and wiping her eyes.

Pyrrha smiled as she shook her head, "Don't ever be sorry…..I'm here for you Mary Jane, and I always will be." she promised.

MJ finally smiled a little before once again embracing her family in a hug.

* * *

Wilson Fisk looked over the menu he had been given, the restaurant he choose to get lunch at today was on the balcony of one of the high rises in Vale. The overcast sky overhead made his white suit stand out all the more amongst those in attendance, his schedule was quite lax today, so he decided to pay a quick visit to one of the restaurants he owned.

As such, the Kingpin of Crime hummed contently as he eyed the prime rib with interest, "You know it took me a while to find you." Wilson's contempt demeanor instantly was replaced with one of irritation of the voice he heard across from him. "But then I thought to myself, 'What place could possibly be equipped to serve an entire Griffball team and also has five stars?' " Fisk lowered his menu to see Spider-Man sitting in the empty seat across from him at the table he was at, garnering the views from other patrons of the restaurant.

The red and blue costumed vigilante leaned back in his seat with his legs kicked up on the table while his hands supported the back of his head. His costume was dirty and a little scuffed up from his fight with Morbius and Vermin and he was sure it smelled from his trip to the sewers, but if he ruined the Kingpin's appetite? How isn't that a victory in his book, "Your interrupting my lunch." he said gravely. "And as I recall correctly the last time we had a physical encounter, it did not fair that well for you." he reminded.

Spider-Man cupped his chin, "Well if I recall you were getting your six tons of fun handed to you by a guy in a green rubber mask who threw pumpkins." he replied snarky replied, making the vein in Kingpin's forehead become slightly visible. Peter admittedly found some satisfaction in how much he just annoyed the crime boss in front of him. With both of them in a public place and him not doing anything remotely threatening, Kingpin couldn't simply attack him.

"I imagine the police will not find this so amusing when they get here." he said, glancing over to his assistant who was currently on the phone a few tables away.

"Yeah and after your buddy shot up one of the precincts last night? I don't think they'll be so sympathetic to the Kingpin of Crime of all people." the teen sharply replied, Wilson gave him a firm look before his expression settled.

Folding his menu he set it down on the table with a bemused smirk he gave the vigilante his full attention, "Surely you don't think I had anything to do with that unfortunate business." he rhetorically asked. Spider-Man was tempted to punch him how sure he sounded. But he needed to do this right if he wanted to get the information he needed he had to be careful with how he reacted. "Not only do I support the police with their work but my organization works with them regularly. They're a great resource to me, why compromise that?" he asked.

The teen tapped his chin, "They sided with the burger joint when you asked for one too many happy meals?" he guessed jokingly. Fisk's saw set firmly at the crack, "Look I don't know or care, what I do know is that I'm pretty sure whatever police you have in your pocket are going to jump out when they figure your targeting their precincts anyway." he reasoned.

Fisk looked over at his assistant who was still on his scroll, he raised his hand and the man hung up his call. "Regardless of what you may think _boy_ I'm not responsible for that." he said pointedly. "If you want to actually do something other than sit here and mock me, then I recommend you search shipyard number nine. You might find those responsible there. Instead of wasting your time bothering me. And deal with the Rose like you've been asking every hoodlum about" he advised smugly upon seeing the mask eyes narrow at him. "It's cute how you think you can play me into revealing such information on my opponent. Next time? Just ask." he said confidently.

Spider-Man's jaw tightened at how he had been strung along, the idea of throwing the table aside and launching into Fisk crossed his mind. Between his lack of sleep, the people who have been hurt and killed over this whole mess, as well as how frustrating the Kingpin's mere presence was to him? His patience was wearing thin, kicking off the table he flipped onto the railing behind him on the balcony, "You know, one of these days Willie? Your going to be locked up behind bars and I'm going to be there watching."

The Kingpin chuckled amusingly at the wall crawler's proclamation, "Many men have said the same thing boy. Including your friend." he replied, making the teen's fists clench shut before the smirk vanished from the Kingpin's face, "And I'll tell you the same thing I told him. I'm going to find out who you are under that mask eventually. And when I do? I am going to kill every single person you love before your eyes, then I will find your home, work, or wherever you find comfort, and destroy it for you to see before I show you what I'm really made of." he threatened.

Spider-Man stared back into the Kingpin's eyes unflinchingly, the man smirking a little bit, "….are you hitting on me? Because I know you meant for that to be intimidating but that last part was kind of like you where hitting on me." Spider-Man pointed out, making the smirk vanish off Kingpin's face. He adjusted in his seat and suddenly stopped as he realized something.

"…young man, did you web my feet to the floor?" he asked, realizing that he couldn't move his feet.

"Maybe." Spider-Man cheekily replied.

Kingpin gave him a deadpanned expression, "What possible satisfaction could you get from that?" he asked.

Spider-Man stood on the railing and turned away, shooting a webline off to the distance, "Simple really. If I can't put you away? Then the least I can do is make your life a little bit harder for you." he said before diving off the building and swinging from his webline, leaving a much annoyed Kingpin behind.

_Ugh. I need a shower. Actually make it two showers. _Peter thought as he kicked off his web and fired out another while his empty hand reached up and tapped his earpiece to call Ruby. "Ruby? It's Spider-Man, I got a possible lead on where our Vampire went to." he started as storm clouds gathered in the horizon to the Northwest.

* * *

Arriving at Shipyard Nine, Peter instantly knew something was amiss from the utter lack of workers. Sticking to the side of a lamppost, he scanned the concrete ground laid out below him for any signs of activity. "It's the middle of the day but no one's out working…..a shipyard would be an ideal place to transport people to an island." he muttered to himself before casting a webline to a nearby crane and pulling himself to one of the support beams beneath the body of the machine.

Leaping across the gap his sights trained on a large structure that was located where the ground met the water, _Ok this is way too quiet, no guards, no signs of life, did Kingpin just point me this way just to mess with me?_ he wondered before swinging over to the building. Clinging onto the wall between the windows his sixth sense lightly buzzed in the back of his skull, _Oh hello, what have we here? _he thought as he peered inside through the small window that looked into the main part of the building.

Within the building a ship was docked, it wasn't big like a dust freighter but it was large enough to contain a half dozen cargo containers. On the docks surrounding the ship there were dozens of men loading various crates, _As MJ would say, Jackpot! _the vigilante thought as he pulled away from the window and crawled up to the roof of the structure before he activated the earpiece in his mask, "I found them, big building on the waterfront."

_'Your sure?' _a voice in his ear asked.

"Yeah, they're in the dry dock. Couple of them wearing some purple ski masks. A lot more than a couple armed." he explained as he looked down at the ground and saw the four girls approaching from the side of the building. Ruby looked up at him and gave him a thumbs up that they were ready as the vigilante turned off his earpiece, "Hang on Mark." he said to himself before diving off the building, sending a line to the wall and swinging back through the window he had looked through. "I'm going to ask this one time and one time only! Where's Mark Allen!?" he shouted as shot a web to the ceiling and swing kicked one of the goons off the docked ship and into two of the men on the dock who were carrying one of the cranes, the wood breaking open as automatic weapons spilled out onto the floor.

Landing on the floor in front of the weapons, the vigilante quickly webbed the pile to the floor so that the remaining men couldn't arm themselves with more higher grade weapons. Looking around, he saw the three dozen men focused solely on him, "Get the Spider! There's only one of him!" one of the men shouted. Promptly before the hinges to the front door blew off their hinges and knocked over a few guys as Yang walked through the broken doorway cracking her knuckles as she and the rest of RWBY entered.

"I'm sorry you were saying?" Spider-Man asked as he and RWBY sprang into action as the Rose thugs opened fire on him. Ruby zoomed over the ground floor along with Weiss, the crimson reaper slashing her weapon out with the blunted side of her weapon to knock out the guards without hurting them too badly. Weiss meanwhile parried the shots of the air from a pistol with her rapier before dashing forward and plugging the barrel of the small arms with the tip of her sword, a quick swipe disarmed the man before a quick stab to his leg brought him to hi knee where she conked him over the head with the bottom of her sword.

Turning on her heel to a group of five men who were armed with bats, axes, and a few swords, Ruby leapt beside her before calling out, "Ice flower!" she cheered before she and Weiss dashed forward, sticking close together as Weiss parried the weapons away and Ruby attacked, the partners alternating between attacking in defending. The Schnee heiress slashed at another thug, sending him airborne as Spider-Man webbed him by the leg and swung him around into few men surrounding him on the boat before throwing him away.

"Keep one of them couscous for questions!" he called out as he leapt forward, throwing his arms out and backhanding two men as he kicked one of them across the face. Leaping off the one he kicked, he cast a web to the ceiling and swing down to the catwalk where Yang was making her way through the row of Rose thugs in front of her. "Need a hand?" he asked, touching down on the railing beside the brawler with his hands and kicking one of the thugs she had previously knocked down as he tried to get back up.

"Pull one of them in!" she requested. Spider-Man obliged, shooting a webline to the chest of the guy in front of her.

He looked down at the web, "Oh no." he whined out before being pulled off his feet into the blonde brawler who knocked him back towards his group like a baseball player hitting a home run.

_Gotta remember that one._ Spider-Man noted as both hr and Yang vaulted over the side of the railing as Blake used her Shadow clone to maneuver behind a thug take him out. "How we doing?" he asked as Ruby and Weiss joined the group in front of the ship on the dry dock. Suddenly his sixth sense rang out in his head like an alarm, looking up to the business office, a rocket shot out through the glass towards them! Thinking quickly, the vigilante released a large amount of webbing a the incoming projectile. _Ok I've been theorizing this for a while here's hoping the webbing muffles the explosion! _he thought as he threw the rocket off course towards the deck of the ship in front of them.

The resulting explosion rattled the five teens, but the explosion only made smoke and webbing splatter across where the projectile impacted. From within the office, a man with unkempt blonde hair lowered the rocket launcher, Setting the weapon against the desk of the office he took a calming breath before Spider-Man flew in through the window, his feet slamming into his chest and sending him back into the wall. "You missed."

The blonde man scrambled up from the floor, attempting to run to the door only to have a web snag him by the shoulder and pull him back towards Spider-Man whom grasped him by the front of his shirt and was lifted up into the air. The blonde man wore s imple button up shirt and dress pants with black suspenders, he looked at the vigilante unperturbed as RWBY entered the room through the door he was trying to escape through, "It's not nice to shoot at people with rockets."

"Says the morons who broke into private property and attacked my men." The blonde man snidely remarked, Peter was suddenly reminded of Fisk with how smug he looked.

He grabbed him with both hands and swung him overhead into the desk, "The men who shot up a police station last night!" he growled out, he felt the team of girls react in surprise to his shift in violence but he didn't care in the slightest at the moment. "I'm betting when the police learn that little bit of info they won't care if you're the fricking Kingpin, your going to be locked away with the key thrown away. So unless you want me to introduce your face to the inside of this desk? you'll tell me, where's Mark Allen!" he demanded.

RWBY was unsure of how to particularly react to all of this, Spider-Man had informed them that the person the police had in custody was Mark, which they knew was MJ's now ex-boyfriend and were eager to rescue him. They were also vaguely aware that the vigilante of Vale had been on a manhunt for this Rose character since last night, irritation was understandable, but this was pure anger.

"Alright! Fine! You want to go to that freak Merlot's Island! Be my guest!" he relinquished, making Spider-Man's lenses quirk at the name.

"Wait, Merlot? As in Merlot Industries?" he asked, remembering what Jean had told him about the Androids Mark had used to try and capture Morbius. She told him that they were from Merlot Industries but they both assumed that they were simply relics that Mark's employer bought cheap. "He's behind this?" the teen asked perplexingly.

The blonde man nodded, "He reached out, wanted us to procure some…..test subjects." he carefully said.

Blake bristled as her amber eyes became sharp, "They were innocent people!" she declared, stepping forward as Spider-Man hoisted him back up into the air so his feet were barely touching the ground.

"Tch, please! They caused that breach a few weeks back! You call those people innocent? I may not be lay abiding but I never tried to make the Kingdom fall apart!" he said defensively before Spider-Man pulled him to eye level with him.

"Island. Location. Now." he punctuated. The man dug into his pocket and retrieved his scroll, Blake snatching it out of his hand before Spider-Man drew his hand back ad webbed the man's mouth shut before tossing him onto the desk and sticking him to it for good measure.

* * *

It was an hour later that Atlas sent a small contingent of troops to help arrest the Rose's men and shut down the operation. General Ironwood met with RWBY and the Wall crawler underneath the crane a few yards away from prying eyes and ears. Spider-Man and Blake easily found the files pertaining to the people who had been captured as well as the coordinates of the Island they had been shipped to. Ironwood looked at the projected map of the island with a calculative gaze, "Do we know how many people are held there?" he asked.

"The roster has over three dozen people there. Including Morbius, Vermin, and the two that were sent to free them." Spider-Man explained as he looked to the transport where the Blonde man he interrogated, known as Varley, were being loaded up to. He turned back to Ironwood, "We need to act fast, soon as they get ot the police they'll inform their boss about what happened and he'll tell Merlot we're coming." he reasoned.

Yang held up her hands, "Ok, who is this Merlot guy? I mean I know he ran some company or something but…" she trailed off.

Weiss crossed her arms as she turned her head to her Teammate, "Merlot Industries was a company specializing in cybernetic and biological technology. They were a competitor with SDC in that field, only they were based out of here in Vale. They also helped contribute to the settlement at Mt. Glenn but…." she trailed off sadly.

Ironwood sighed, "Some believe that Merlot was partially responsible for the settlement's disaster…it turned out he was experimenting on Grimm in the new settlement." he explained. "But how he went from that to….all of this? It's concerning." he said, "I'm going to prepare an raid on the island….but your right, the longer we wait the more chance he'll have to escape, maybe with his experiments as well. Which is why I arranged some transport for you five." he said before turning his attention to a pilot who was approaching them. Someone that Peter actually recognized and was surprised to see as he gave Ironwood a salute.

"Commander John Jameson reporting sir!" the younger Jameson introduced.

Ironwood nodded, "At ease, Jameson here will take a small troop transport and fly you to the island." he explained, Spider-Man dropped him his webline connecting him to the underside of the crane. "Report in at 1800 hours. Understood?" he asked the pilot who nodded in understanding.

"This way." he said before turning around and leading the five towards the aircraft. AS they approached the parked craft, Jameson glanced over to the costumed vigilante. Peter honestly half expected him to call him a menace like his father had done so many times in his articles, however he was surprised by what the pilot asked instead, "If you don't mind me asking….are you really Spider-Man?" he asked in slight disbelief.

"That's what it says on the tag of my costume." Spider-Man replied lightheartedly.

John smiled broadly, "Really! Well I just want to say it's an honor to be working with you." he said cheerfully, causing the teen to freeze mid step, "I know my dad….writes about you, but from what General Ironwood explained? You've done nothing but try and help stop all this, so as far as I'm concerned your on our side." he added, making Spider-Man's lenses widen.

He was dead silent for a minute before speaking, "John…..I've had a rough time the past few days…..but that? I think you just made my week." he said, a ear splitting grin forming underneath his mask which was obvious from the way his voice sounded. _Let it be known that if I die today, it will be a happy man knowing that Jonah's own son is a fan of mine._ he thought cheekily.

* * *

The last thing that Mark remembered before he was knocked out was the sound of gunfire, his ears thankfully no longer rung from the loud noise within an enclosed room, but as he lifted his hand to rub his eyes he found his limb wouldn't move. His eyes snapped open and his head tilted down to his hands to see them bound to his sides by leather straps, 'W-what-what is this!?" he asked as he struggled against his bonds.

"Please Mr. Allen, relax." a calm voice said, Mark turning his head to see a older man in a lab coat preparing something on a small tray table. Mark recognized him as Merlot, the guy who was behind the job he was doing for the Rose.

"I-I-I don't say anything to the police! I swear!" he denied immediately.

Merlot shook his head, "Not to worry, I know you didn't." he assured, "However regardless, even if you did say anything, your capture has compromised this entire operation." he explained with a slight irritation to his voice as he lifted syringe of green liquid inside it. "However your employer offered me an interesting solution, you see so far my experiments have been successful in turning Faunus into more pure forms of their hybrid nature. However, my true goal is for both Faunus AND human to be able to go through this biological shift." he explained, causing Mark's face to pale as Merlot approached him with an injector syringe.

The older sibling struggled against the bonds on his arms and feet, using every ounce of strength he had to try and break free…it did nothing.

A sudden prick to the side of his neck made mark gasp as his veins suddenly felt as though they had been set ablaze, he let out a scream as the substance glowed green beneath his skin, flowing through his veins and reaching over his body as the teen thrashed on the metal board he was strapped to. Merlot watched with interest as he backed away from the subject and towards the force field barrier door to the cell, watching as Mark's cries of pain slowly morphed into a guttural howl of an beast. "This is….this is more than I could have hoped for." Merlot said in awe of his work as the form of Mark Allen shaped into something more monstrous before his very eyes.

* * *

**AN: Aw man I thought I would be able to publish the final chapter before Halloween! Unfortunately school sort of got in the way of that, I have a few animation and VFX projects that I have to work on at home so it gives me a little less time to work on this. But hey it ultimately means I don't have to have a hiatus between volumes or stories like this. **

**Speaking of which, VOLUME 7 COMES OUT THIS WEEKEND! Seriously it kind of snuck up on me with how busy I've been. I can't wait! Aside from that bit of RWY News Gen:LOCK Season 2 is happening and surprisingly it'll premiere on HBOMAX of all things, some people are mad that it won't be on RT First until 9 days after the premiere but honestly I don't care having to wait longer for the series, I enjoyed it and if I can watch it HBOMAX? Then even better. **

**In Spidey news, the Future is Now! Spidey 2099 is back in Patrick Gelason's debut issue and man I'm super excited to see him in the artist rotation. I also just today got the Amazing Spider-Man Epic Collection volume 19, Assassin Nation. One of the best Spider-Man and Silver Sable team ups ever! Who knows, maybe you guys will see it adapted into this at some point?**

**I'm currently planning out the first few chapters of Volume 3, suffice to say that big things are happening for the wall crawler next volume which I'm sure many of you are going to like! Until next time, Happy Halloween True Believers!**


	5. Chapter 5 Survival

**Survival**

**Dracus6: Ok dude I apricate it but I can't just make a crossover like that…..I mean I literally can't that's like asking if I can cross Star Wars over with…books…..ok bad example but you get what I mean right?**

**awesomerebel55: Beacon not so much, I mean it's a huntsmen academy, not ESU or stark industries. And…god damn that sounds badass! It's also pretty true, give Spidey time and he can outthink his bad guys. Though you gotta be careful with that otherwise you'll pull a Dan Slott and turn him into Batman/Ironman. **

**the mysterious Mr. E: Didn't get your name until I typed it out, kudos man. Also yeah the hype hit me like a truck the day before the premiere.**

**Blood Spider: I planned on it to be totally honest but it clashed with the theme of the story for one thing, and…..there's like…..maybe five Molten Man stories? And One of them isn't even Mark Allen as Molten Man. In fact he's not molten Man anymore I think….doesn't mean he won't show up in this at some point. **

**pyrojack25: Basically HBO fund Roosterteeth to make Gen:Lock and they in turn stream it on their site first instead of RT's. People are mad about it since we have to wait like three months after they premire on HBO before getting it on RT first but I look at it like this: We might not even have season 2 if HBO didn't foot the bill for it. So that's a fair trade to me.**

**Malestrom Resurrected: Yup! I'll be honest growing up I thought Ultimate Spider-Man was the best version of the character. Now that I'm older I see that's not really the case but I still enjoy the stories Bendis and Bagley made together. **

* * *

Peter had never left the Kingdom of Vale before in his life.

It wasn't something uncommon for those who had grown up within a Kingdom, each Kingdom might have had some problems with it, but compared to living outside the boarders of the Kingdom? Were the Grimm roamed freely? Peter even admitted to himself he would rather deal with the Kingpin of crime over possible endless hordes of Grimm. But if he had to leave the relative safety of the Kingdom to save someone's life? He wouldn't waste a second to hesitate in leaving.

That being said leaving the Kingdom and sticking to the side of an airship on the way to a island which was presumably full of people made into animal monsters was a little different then strolling out of Vale's border. Jameson offered Spider-Man a seat inside but Peter opted the external view for a little bit of privacy as he made some calls, _'What is that noise? It sounds like your going through a tunnel.' _Aunt May asked him through his earpiece.

"Oh I'm on the roof of the Bugle, it's a little windy up here is all." he lied, the excuse not seeming too implausible. "I just wanted to call and say I might be home a little late tonight." he explained with a hint of fluster in his voice. _I'm basically preemptively saving the Kingdom of Vale and I need to let my Aunt I'll be home late…truly I'm at the peak of being a superhero. _he thought dryly to himself.

_'Planning to see how MJ's doing?' _She guessed.

Peter nodded to himself, "Yeah I…..I know I can't do much but it's something at least." he said, saving Mark might help her a little bit but given how much he hurt her with what he did Peter didn't know how she would react. If he was in her shoes, he'd at least want to know what happened to the person who hurt him, as some small form of closure if anything. But he couldn't compare his hypothetical to what Mary Jane was really going through.

_'I think she's doing better, her cousin stopped by earlier to talk with her. She's a very polite young lady.' _Aunt May complimented making Peter smile beneath his mask, he was happy that at least Pyrrha could be there for MJ when he couldn't. A sense of guilt resonated through him at that thought, he had been feeling that whenever the redhead came to mind and she had been on his thoughts throughout this entire endeavor, she was one of the unintentional victims of this entire thing.

"Yeah…..MJ's a lucky girl." he said wistfully as the island in the distance began to grow in size as the ship approached it, "Look May I gotta go. Love you." he said, bidding her goodbye before hanging up and crawling over the side of the aircraft onto the side of the ship, the door sliding open behind him with RWBY standing at the ready to disembark. Looking down below, Peter was taken aback by the sight of the Island, the landmass itself was fairly spacious, about the size of one of the boroughs in Vale, with a large section of the landform housing a large facility that looked somewhat incomplete, it had multiple sections with two large smokestacks stretching up into the sky with blackness leaking up into the sky above.

"I'll circle around the island from a distance. Team RWBY, radio me when you need pickup. Good luck to all of you." Jameson said from the cockpit. Spider-Man gave the pilot a two fingered salute before backflipping off the airship, spraying webbing out to create a parachute, whilst RWBY dropped down from the shup, Weiss using her glyphs to slow her fall while Yang and Ruby used the recoil from their own weapons to slow their own decent, Blake meanwhile threw her weapon out with her ribbon and snagged onto a tree to swing around and safely land on the ground.

Peter watched their various forms of landing as he wafted down to the ground of the rocky and barren island, "For the record, I could have done that too." he remarked to Blake as he touched down on the ground, the Faunus giving him a slightly bemused look, looking around the area they landed at was about a thousand yards away from the facility, no doubt where Mark was being held at. The five quickly approached a large wall of rocks that hid them from direct view of the compound, Spider-Man scaled the rocks easily and peered over the side, in the distance he could make out more of the android guards that Mark used to capture people.

Dropping back down beside Blake and Ruby as Yang peered around the corner as well, he cupped his chin with his finger in thoughtful pose, "Ok….ok…." he muttered beneath his breath as he began thinking of ways he could get inside.

Ruby watched him with interest, back at the warehouse he had offered to scope the area out to make sure that the lead he had gotten wasn't a dead end, before they could further discuss it he had swung off. _Of course he did, he's a lone…..spider….wolf…wolf spider…..man. _she thought, the team leader mimicking the masked vigilante's pose as she took cupped her chin. Weiss took notice and looked between the two…..trying to recall the reasons why Ruby was their leader in the first place as she did.

Suddenly Spider-Man snapped his fingers in recognition, "Ok, got it. I'll sneak up to the building, find a ventilation duct and get inside. Once I'm in I'll find Merlot, web him up, after that I'll-" he continued before Ruby held up her hand like she was in class. "Yes Ruby?"

"Um….what are we going to do?" she asked, noticing how all of his plan so far involved only himself. Spider-Man rubbed the back of his head awkwardly, "We're a team, meaning we all do our part." Ruby said with a determined look despite the kind expression she had.

Blake nodded, "She's right, you can't just do everything yourself." she said, speaking from her own firsthand experiences of trying just that.

Spider-Man turned his head and looked at the four other capable people around him, Weiss gave him a questioning look, "What?" she asked, slightly offended at the idea that he might not have thought they were capable.

"Nothing just…I've been on my own since day one and most people I meet on the job? They try and kill me…your four are a nice change of pace." he explained, Ruby beaming at the praise while Weiss offered a small smile of her own. "Ok then new plan-"

"Uhhh we might need to shelve the plan." Yang said as she looked back at the rest of her team from the corner of the rock as she pointed towards the facility. The four others rushed to her side and they all peered around the corner to see a number of the android encroaching upon their position. "Looks like they saw us land, we gotta fight our way through." Yang said with determination as her gauntlets activated and extended from her bracelets to her forearms.

Spider-Man watched as the other members of the team raised their own weapons, "Wait a sec! This is perfect!" he realized, causing the others to look at him with confusion, "I'll go out there, distract the androids and Merlot while you guys find him and stop him, we can find Morbius after." he reasoned. Ruby however looked unsure, she didn't like the idea of ditching someone to fight these odds, but the plan was sound from a logical standpoint.

"Call us if you need help, we'll split up and back you up." she conceded, the masked hero nodded in agreement. Stepping away from their cover, he readied himself into a jumping position, ready to leap over the rocks and dodge whatever it was the automations fired at him.

As he readied to spring into action however, Blake's feline ears beneath her bow twitched, "Wait….they stopped." she announced, making her friends look at her questionably, none of them daring to check and possibly blow their cover in the case they weren't already discovered.

_'Hello? Is this thing on?' _a booming voice asked from the other side of the rocks from what sounded like a megaphone. The group looked amongst themselves questionably, Spider-Man shrugged before he leapt up onto the top of the rock formation to see the dozen machines stopped patiently with the one closest to the rock formation looking up at him with it's head mounted camera focusing on the wall crawler, _'Spider-Man! I knew my cameras picked up something coming down from the air but-I never expected it to be you!' _the voice said with excitement.

The teen tilted his head questionably, "Dr….Merlot?" he guessed, not daring to glance over his shoulder to team RWBY who were all but frozen in place and waiting on baited breath for the situation to unfold. _I must have been seen because my web parachute slowed me down so much._ he realized. _That's what I get for being responsible and safe. _he thought sarcastically to himself.

_'Yes! Yes! Please, won't you come in? I've been dying to meet you!' _the voice said excitedly as the android turned and gestured towards the facility. The rest of the machines mirroring the one Merlot seemed to be directly controlling, which only served to unsettle to masked vigilante even more than he currently was.

_Ok this is obviously a trap…let's do it. _"Sure thing, lead the way." Spider-Man said as he hopped down from the rock and fallowed the android, glancing over his shoulder to see Ruby looking out from around the corner, she nodded in understanding before disappearing behind the side of the cover. _So I see this ending with us; A, saving the day and beating Merlot. B, me turned into some sort of spider monster. Or C, everything explodes. Which happens more often than I like to admit. _he thought as he followed the androids to the structure.

As Spider-Man and his escort left, RWBY took off towards the opposite side of the building they were leading him to. The team of four carefully treaded along the outskirts of the Island's shore as not to risk discovery and put their ally in any more danger than he already was, Blake was constantly on alert with her Feline ears acting as their collective early warning system. "One thing is still bugging me about this whole thing." Yang suddenly said as they walked around a angular hillside made of stones.

"One thing? Between the Faunus abduction, some new criminal in the streets responsible for it, and this Dr. Merlot backing him, you find only one part of this entire situation strange?" Weiss asked her blonde companion. Their schooling went into detail about the different types of missions that Huntsmen and Huntresses went on, however this was something else entirely from what they were taught in Professor Port's classes, and even those seemed farfetched.

Yang shook her head at her phrasing, "Ok strange is not the right word, but one thing I don't really get is why?" she explained as they rounded the hillside and came upon a rear entrance to the compound in the form of a port where the ship came in from, which was thankfully unguarded. Yang's question gave pause to the group, "I mean Ironwood thinks that he wants to attack Vale but….a few dozen people versus hundreds of Huntsmen?" she asked.

Weiss's face morphed into one of curiosity, Blake frowned as she thought of one possibility, "For all we know he's doing it because he can…it's enough for some people." she reasoned knowingly, her blonde partner giving her a sympathetic look, feeling bad that she brought the topic up to begin with.

Ruby pursed her lips together briefly before taking a breath for herself, "I don't know…..and whatever his reason is or isn't doesn't matter, there's people who need our help and it's up to us to save them." she said firmly, her sister and friends nodding in agreement with their leader. The cloaked reaper looked out to the dock from their new cover, a flurry of rose pedals easily covered the distance between the shore and the entrance to the facility. Slowing to a stop she kept a hand on her weapon as she looked around for any guards. When she didn't see any she looked back over her shoulder to her team and gestured them to fallow her, the three breaking cover from their position and joining their leader before the four of them proceeded down a hallway, leading further into Merlot's lair.

* * *

_Well this is certainly a first, knowing walking into a trap I mean. _Peter thought as he fallowed one of the android into the facility, from what Peter could guess this place was at one point a research facility. They had passed a number of empty labs that had their equipment moved somewhere else, however there was yet to be any sign of Morbius or the other kidnapped victims. _Hopefully RWBY finds Mark and the others, until then I better keep Merlot focused on me. _he thought as the androids led into a large room that Peter would only describe as a grand hall, it was barren with the exception of the empty circular desk in the middle of the room, with a large viewing box on the far wall where a man was standing within.

Spider-Man looked up at the box, "So I'm gonna take a wild guess here, Doctor Merlot?" he assumed as the androids turned around and walked back the way they came, the doorway they entered the room from pulling itself closed with twin metal doors that locked together behind him. _Ok well guess that way out is not an option. _the vigilante realized as he readied himself for yet another fight.

The an gestured to himself with his robotic hand, "Ah, your familiar with my work!" he said proudly.

Spider-Man's lenses narrowed at the doctor, his mind flashing back to his encounter with Vermin, his first meeting with Morbius ending with an innocent woman dying, all the police officers where were hurt or killed by the Rose's men…..the devastated look on Mary Jane's face when she found out what Mark was doing. "…..yeah. I am." he said in a low, angry voice. He pointed up at the glass between him and Merlot, "I'll give you one chance to give yourself up before I come up there and make you." he threatened.

Merlot frowned in disappointment at the vigilante's words, "I think you misunderstand what I'm doing-" he began.

Spider-Man gritted his teeth, "Your kidnapping people! Your subjugating them to experiments against their will, and making them into monsters!" he shouted accusingly with his anger not in the least controlled.

The doctor's expression turned into one of hurt, "I'm…I'm trying to honor you." he said simply.

Peter felt like he was just slapped in the face, "What!?" was all he could manage to say as he processed, or rather tried to process what reason, or even correlation there was between him and these poor people whom Merlot had kidnapped.

The doctor reached into his coat pocket and retrieved his scroll, tapping a button, the space above the center of the circular desk lit up with screens of light, various ones of them showing images and videos of Spider-Man himself preforming various feats of strength, agility, speed, and endurance. Peter suddenly felt a sense of dread creep up his spine, he himself had taken some of the pictures shown, while Jonah twisted the truth about them this felt more…..wrong. "When I first saw you? Saw what you could do? It was as though seeing color in a world of black and white, humans and faunus? We're only a stepping stone to our true potential!" he explained as he highlighted a video of Spider-Man swooping down in front of a car to save a old man from being hit.

"At first I thought you merely a huntsmen whom had a Faunus trait, but over time it proved to be impossible. Your abilities would take years to hone for a mere human, decades maybe, but you use them with such ease." he explained, a picture that Peter himself had taken of Spider-Man preforming a single handstand atop a spire with it's tip just smaller than his palm. "Just imagine instead of a spider, you gained the traits of a wolf, or rhino, or a scorpion, the possibilities?" Merlot asked in awe. "The faunus are the closest to my goal genetically and look at my success with them! And soon, every human and faunus alike will be like you, a genetic cross species." he explained proudly.

Peter felt his stomach churn sickly, hearing how his actions, his existence itself inspired someone to do such heinous things to innocent people caused a feeling of ill spread through his body, his hands visibly shaking from the revelation, _He….he's sick! He's insane! And I…..no….NO! _"NO!" he shouted before leaping through the holograms and slamming against the glass between him and Merlot, he drew a fist back and rammed it against the barrier with the intent on grasping the mad scientist by his neck. It felt like punching a brick wall to the vigilante, Merlot took a cautionary step away from the glass despite his self-reassurance that it would be held together.

"I thought we could be civil about this-" he began before Spider-Man once more punched the glass, leaving a small smear of blood on the surface from one of the teen's knuckle's being bruised against the glass. "-but you leave me no choice." he said before tapping a button on his scroll. Beneath the room which Merlot was secure in, the wall split apart revealing a hidden elevator, Spider-Man leapt off from the glass and readied to combat whatever new monster he would have to face. However the figure that stepped out from the elevator was one Peter didn't want to fight.

"Morbius?" He asked as the pseudo vampire stepped out of the box with a new collar around his neck, looking up at Spider-Man, the teen raised his hands at the clouded look in the crimson eyes of the man. A growl emanated from the scientist's throat before he suddenly lunged at the teen, knocking him off his feet and putting him through the circlar desk behind him.

Peter braced his arm at Morbius' throat as he pushed back against him, the vampire's claws digging into his shoulder and arm, "Michel! Come on man snap out of it!" he plead to the scientist.

"RRRGGGHHHHAAAAAA!" he bayed as he threw the teen up into the ceiling before leaping after him. Spider-Man reacted fast, rolling on the ceiling to avoid the fallow up attack with Morbius' claws digging into the ceiling before Spider-Man kicked him in the side of the face, sending the vampire into the glass and falling to the ground. The vigilante stood up on the ceiling and shot webbing at Morbius' hands and feet as he tried to stand up, trapping him in place for a moment.

"Morbius listen, I know you're in there, and I know you don't want to hurt anyone!" he called out to the scientist. For a mere moment, Morbius' face softened, focus began to come into his eyes before his collar shocked him back into his feral state of mind, he instead responded by tearing out of the webs binding his hands and then using them to free his legs. Spider-Man dropped from the ceiling and cast a web out to swing around the room from as Morbius spring after him, _Ok it looks like that collar is keeping him mad. I gotta get that off him….which means getting him in close. Great. _Spidey realized as he pulled up on his webbing to avoid an midair attack by the vampire, Morbius clipping his claws on the wallcrawler's leg and taking apart of his costume with him.

_Hope RWBY's having more luck than I am right now. _Peter dryly thought, shooting a webline back to Morbius' back and pulling him back to deliver a double kick to the vampire's back, sending him sprawling into the nearby wall whilst Spider-Man touched down on the floor. The man let out a snarl before the two once again charged at one another, Merlot watching the exchange the entire time from his secure room.

* * *

Upon reaching further depts to the Merlot facility, the team of four girls reached a set of steel doors. While they would easily hold against any conventional type of forced entry, the dual sliding doors were no match for Yang Xaio Long's strength. The blonde brawler forcing the doors apart with all her strength, opening them enough for Ruby, Blake, and Weiss to slip inside before she herself forced herself through the doors. What they were met with was rows upon rows of cells reminiscent of a prison, the only difference being the various animalistic noises coming from within them.

Entering the literal belly of the beast, the four girls marched onward through the cell block, Blake glanced within one of the cells as they passed by, inside it was a figure whose entire body was comprised of something moving, it wasn't until it turned to look back at her and it moved did she realize that the movement was from a swarm of bees that reached out towards the team, the cloud of insects being stopped by the force field barrier, allowing the faunus' amber eyes to see the man's arm no longer resembling skin, but the substance of a beehive. A grasp at her hand made her jump and turn her head to Yang, the brawler urging her onward with a gentle pull. "This is…this is a nightmare." she whispered out fearfully. Her teammates looked into other pens, one of them resembled a large cat, another some ancient beast, one of them was the Iguana that had aided in helping Morbius escape, the beast hissing at them as they walked past.

Weiss glanced over her shoulder at her friend, "But if we find the chemical that turned them, we can undo this." she reminded, trying to keep Blake's mind on the task at hand as well as calm her.

Ruby nodded, "Weiss is right. We need to-"

"Weiss?" a small voice asked, one which both the heiress and blonde recognized, they turned their attention to a cell ahead and both immediately rushed forward, looking inside they were met by the child they encountered the night before. The bat child looked at the two of them like they were his saviors, "You're here!" he said excitedly, his bat ears perking up as Yang kneeled down at his level, giving him a gentle smile.

"Of course we are. You didn't think we would leave you alone after what that man forced you to do did you?" Weiss asked, turning her head to Blake and Ruby who joined them, "This is Ruby and Blake, they're on our team and we're here to free all of you." she explained.

The boy smiled but it quickly disappeared with a realization, "You can't break us out here, the doors lock themselves…..the robots just push me in here and they turn this thing on." he said, nodding to the force field separating the boy from the rescue party. He then reached up to the collar still around his neck, Weiss looking at the poor boy sympathetically.

The boy looked down at the floor sadly, "The man said that we're being moved somewhere else tonight….I-I don't want to go." he said fearfully.

Yang felt like she was stabbed in the heart when she heard how scared the child was, "Well….don't worry, we're here to rescue you. We'll be out of here before those mean robots even show up." she said positively.

The child wasn't convinced, "Even then if I step out of my room, this thing will shock me until….." he trailed off as he nudged his collar, wincing at the memory of how the doctor tested to see if the devices could subdue each of the experiments. RWBY collectively gained an appalled look from what the boy said, "….but maybe if you got his scroll you could stop him." he realized, causing the girls to perk up, "He uses it like a remote to everything around here." he explained.

Ruby contemplated his words, "If it's like a remote then….we need to free all these prisoners!" she realized, making her team look at her bizarrely.

"But he just said-" Blake began.

"It's a remote, yeah but think about it, if we get the remote then we can turn off all the collars and they can defend themselves!" she reasoned.

The boy perked up at her words, "She's right! The man only uses them on one of us at a time, they just finished putting them on everyone, even the new guy." he realized, the four turning to him.

"New guy?" Yang asked, a hint of dread in her voice as she thought of whom it might be. Before the bat boy could answer her, a howl echoed down the cell block, causing the rest of the prisoners to grow silent, "Mark." the blonde realized. She looked back to the boy, "Ok this is important, do you know where the man who put you here is?" she asked. He shook his head, making the lavender eyed girl sigh, "We'll find him, and we'll free you." she promised, Weiss put a hand on her shoulder as she leaned down and smiled confidently at the boy as well.

Ruby cupped her shin, "But….if we let all of these people out then…." she trailed off, it would be like a prison riot. And even then they needed to locate the substance that transformed them into this in the first place if they wanted any hope of undoing this whole mess…..but they couldn't let these innocent people be shipped off somewhere else for even more experimentation. "Let's find that scroll." she said, her team nodding at her. Ruby crouched down at the boy, "We'll be back, and when we do? We'll take you home." she swore.

The unwilling experiment nodded at her words with a hopeful smile, Ruby stood up and took out her scroll, dialing Spider-Man's number, "Spider-Man this is Ruby, can you talk?" she asked.

* * *

Peter winced as Morbius' claws scraped his knee before being slammed into the ground face first, as the vampire tried to lift him up to repeat the attack he staggered as the teen stuck to floor and coiled his leg, drawing Morbius in so Spider-Man's other foot kicked him solidly in the chest. He raised his one hand to his ear while he used his other to pick himself up off the ground, "Little busy Ruby make it quick." he said, sidestepping a slash aimed at his neck and connecting his fist to Morbius' jaw from under his extended arm and fallowing up by grapping Morbius by the arm and pulling him inward to get him off balance.

He was beyond tired at this point and fighting Morbius wasn't helping, he was just as fast as he was so his reflexes were just barely keeping the living vampire from gutting him like a pig with his claws. And whatever reasoning he tried to do was cut short with a violent shock from the collar around Morbius' neck. But he was still in there, fighting against his most basic instinct.

_'We found the prisoners in a cell area but Merlot has a remote control on his scroll that keeps them here with collars and force fields, we need to turn both those off before we can ! Have you found him yet?' _Ruby asked, Spider-Man pinning Morbius to the ground with his knee pressing into the back of the vampire's shoulder.

Whilst Morbius was trapped in the arm lock, Spider-Man's head tilted up to Merlot's safe room to see the scientist still observing, typing notes down onto his extended scroll with his metal hand typing away. "You could say that yeah. Give me one minute." he growled out as he reached down to Morbius' neck with his empty hand and grabbed the collar before crushing it before breaking the device apart with his sheer strength. Morbius responded the kindness by yanking his arm free and backhanding the teen away into the wall.

_'You gotta hurry! Merlot sent his androids to gather them up and move them and-oh wait there they are. Be right back!' _she said before the sound of gunfire was heard and quickly cut off by her hanging her scroll up.

"Agh. Your welcome doc." Peter muttered out as he rubbed his jaw, watching Morbius feel around his neck and fond the device that had been causing him pain was now gone. His head now snapped up to Merlot, the scientist attacked the glass, throwing his entire weight against the glass, the concussive force making a crack appear in the glass.

Merlot's eyes widened at the show of force, he immediately turned around and ran as the vampire threw himself against the glass again. Falling to the ground he backed up once more as Spider-Man leaped behind him a few feet away. "Maybe a little more force is needed." the teen thought, shooting two weblines up to the window and pulling himself up into Morbius' back as he once again threw himself against the glass, Spider-man slamming into his back and putting him through the slightly weakened glass which buckled from force of the two crashing into it.

Rolling off and flipping onto the far wall, Spider-Man readied himself to continue the fight with Morbius, the scientist groaning slightly as Spider-Man slowly lowered his ready fist, "Morbius? You back with us?" he asked, panting between breaths as the scientist lifted himself up from the glass covered floor.

"Spppider-Mannn?" he drawled out tiredly, the vigilante dropping off the wall, the forearms of his costume having tiny cuts along the red of his gloves from the glass. Taking him by the arm, he helped Morbius back onto his feet, it took merely a second for the memories of what transpired to come back to him, "Merlot!" he snarled as he marched to the door, he and Spider-Man both knocking the steel doors down off their hinges and bursting into Merlot's office, the scientist standing behind his desk as he typed something into the screen on his computer before Morbus rushed across the room, throwing the desk aside into the wall and grabbing the scientist by the throat.

The vampire's jaw dropped, his fangs twinkling in the moonlight from behind the windows staring out to the sea behind the scientist, "Morbius don't!" Spider-Man cried out, quickly shooting a web to his hand and pulling it back, the pseudo vampire turning to him with rage barely contained in his eyes. Unlike before he was not blinded by it though, it was focused, directed, he knew what he wanted and his animal instincts were only weakening his control.

"Don't interfere Spider-Man!" he snarled out, yanking his arm and pulling the tired wall crawler off his feet. He looked at the struggling man in his grasp, his cybernetic eye glowing red in fear for his life as he tried desperately to free himself from the vampire's grasp. "You sought to create monsters for your own sick enjoyment, yet to see one all you had to do was look at yourself." he growled out. "I took an innocent woman's life. She was barely a woman and because of what you turned me into she is dead…..so be it fitting that you share the fate of the only person I've killed."

He reeled his head back, like a viper ready to strike, Spider-Man watching the scene with horror, just like before, unable to do anything in his tired state. "No! Please Morbius don't!" he pleaded, "If you do this then he wins! What you did was out of your control, but if you give into your hunger now? Then all you'll do is prove Merlot right." he said desperately, hoping, praying that his words would reach the man within the beast. The Pseudo vampire looked over at the wall crawler on the ground.

His mind flashed to nights ago when he was in the same position, holding his neck from a wound he had given the wall crawler, whom was only trying to save a innocent girl from a gruesome fate. Michel looked to Merlot, his fangs slowly disappearing as he shut his lips together. "….I shall not be a monster you made me to be…..but a man whom I strive to once again become." he decided, dropping him to the floor.

Spider-Man let out a shaky breath as Morbius approached him, helping him up onto his feet, "Thank you. Now then, mad scientist, I'll take that." said, webbing the scientist's scroll on the floor and pulling it into his hand. Opening it he quickly found the controls for the collars within a menu and deactivated them all, he tapped his comm, "Ruby it's Spidey, the collars are off but I can't find anything for the cells you mentioned." he said.

* * *

Ruby's scythe sliced through one of the red androids as she sprinted past them, swinging the weapon low she cut upward through another as her sister used her shotgun gauntlets to blow one away beside her. The leader raised her finger to her ear to reply while Weiss sent a barrage of fire dust into a crowd of the androids, the heiress smirking in satisfaction as the five blew up. "It must be somewhere around here, we'll find it but-" she stopped, raising the chute of her weapon to block one of the javelins the androids used, Blake leapt onto the pole of the weapon Ruby was blocking and cut the head off the robot before jumping off.

"-we still need to find what turned the people into these things." she reminded as Yang used her gauntlets to launch herself forward, punching one of the droids so hard it flew down the corridor. The blonde raised her gauntlet to block one of the spears, grabbing it she spun under it and drove her elbow into the chest cavity of the robot before twisting her arm up and delivering a shotgun shell upside it's head.

"It's gonna get more crazy down here when it does!" she said, noticing a few of the android approach one of the cells and stick their weapon through a small opening made in the barrier before a spray emanated from it, the large Iguana that she had fought before roared at before it's frame wobbled in place and fell over. She charged over to the door and slammed the robot's head against the barrier with her foot as a meta door sot up from the floor on the other side of the barrier and the cell dropped down! "Crap they're taking prisoners! We gotta hurry!" she informed the others.

Ruby looked down the hall where the android were coming from, that had to be where the controls for the room were located! "Weiss! IceFlower!" she called out to her partner, the Schnee heiress finishing slicing the arms and legs off another android before snapping her head to their leader. Ruby tilted her head down the hall for where they were going.

"Are you sure?" she asked doubtfully. Ruby nodded as she rushed over to her partner's side, the cloaked leader nodded assuredly. Weiss raised her rapier down the hall, a large glyph appearing behind the both of them. Ruby wrapped an arm around her partner's shoulder before the black glyph pushed them forward, Ruby's speed semblance enveloping both of them as they became a sharp swirl of Red and White, slicing through the androids as they zoomed down the corridor!

Within the span of a second they reached the end of the hall, Weiss putting up white glyphs to slow themselves down as the wall ahead became closer and closer. The pair stopped right before wall, Ruby and Weiss' noses barely touching the surface. "Told you!" Ruby said cheerfully, Weiss turned her head to her partner with a sour look. They had practiced that maneuver a dozen times outdoors when they didn't need to worry about their slowing down, as she opened her mouth to reprimand her friend however her eyes caught sight of something behind Ruby.

The leader noticed and turned around to see one of the Cells at the end of the hall, however unlike the others, this one was empty. Ruby turned back o Weiss, "Later, we need to get the rest of the cells open now." she reminded, Weiss nodding firmly in agreement before they both ran down the hall that led further into the compound, cutting through more droids as they were met with resistance.

* * *

"Tell us where the substance you used to change these people is." Spider-Man demanded of Merlot as he picked himself up from the ground. Morbius was standing back towards the door to the office, the only way in or out of the room. "Or I could let our mutual friend ask you." the teen said, gesturing with both arms to Morbius who bared his teeth threateningly to the scientist.

Merlot glared firmly at the vigilante of Vale, "You won't hurt me, or let anyone else hurt me. Why should I help you upend my life's work?" he asked bitterly.

Morbius snarled at him, however Merlot was surprised by a sudden backhand from the wall crawler, making him stumble back into his window with a now bloody lip. "Because I've spent the last day seeing all the lives that have been ruined in your wake." the teen growled out, his hands clenching into fists as he approached Merlot. "I've seen innocent people be hurt or killed because of what you've set into motion, and so I'm done with jokes, I'm done being nice, and I'm done with you getting away with this!" he yelled as he grabbed Merlot by his coat and forced him through his glass window!

Merlot grasped the teen's arms for dear life as he was lifted above the thirty story drop to the hard ground below, he panicingly looked back to Spider-Man, "Fine! Fine! The Isotope thirty eight! It's in my lab two floors down!" he revealed. However the teen did not yet pull him back into the building for safety.

"Where's Mark Allen?" he asked.

Merlot looked at him with confusion before a smirk formed on his face, "GAAAAAHHHHH!" Peter's eyes widened as he turned around to Morbius' scream.

"Right behind you." Merlot said as Peter saw the form which Mark now inhabited. Instead of MJ's former boyfriend, what stood in the doorway of the office, standing over six feet tall, covered in white fur and who had Morbius by the shoulder in it's now bloody claw lifting him off the ground was something out of a horror movie. It's head was that of a wolf, complete with a snout which had rows of razor sharp teeth, yellow eyes that locked onto the vigilante whilst a growl came from it's throat. The clothes Markw as wearing had been torn to shreds with barely his shirt remaining, "my greatest achievement, the first true human cross species!" the scientist said manically.

Peter turned to him with rage behind his mask, spraying a web to his torso, the teen dropped him out the window and stuck the end of the web to the floor, Merlot slamming into the wall outside as Spider-Man turned to the Man Wolf. "Mark? Please tell me your in there." he said hopefully.

Mark responded with a animalistic cry, tossing Morbius back out the door he charged at the web slinger, the teen sprung onto the celing just as Mark's new claws slashed at the air where he was. Dropping down on the real life warewolf, Peter kicked off his back, jumping out through the door as Mark stumbled. Rolling on the ground the hero faced Mark in a crouch before unloading a torrent of webbing, covering the beast and sticking him in place for the moent. "Doubt that is gonna hold." Peter said to himself as he turned his head out to the room below where Morbius was nursing the wound on his shoulder.

Spider-Man leapt out the window to the room, dropping down beside the vampire, "Morbius you heard Merlot, go get the Isotope from his lab, I'll hold off Fido." he insisted, helping him walk towards the elevator he emerged from. "Find RWBY after that, we're getting you and everyone else off this island." he explained as he helped him into the box, leaning him against the wall.

The scientist breathed heavily against the wall, "I….shall, my friend." he breathed out, Spider-Man pressing the button for him and stepping out of the elevator as the doors shut closed.

Peter took a deep breath, _Alright, I'm exhausted, but I gotta push on. I'm not gonna let Mark stay like that. _He thought with determination as he shot a web to the underside of the observation box. Pulling back her swung up and looped around the edge back the way he came, "Alright Mark lets-GAHHH!" the hero painfully yelled as Mark slashed his arm out and batted him out of the air into the wall, taking off the mouth part of his mask. Before he had a chance at all to recover, Mark blitzed him through the wall!

The two fell through the open air of the outside to the ground below, reacting on instinct Peter shot a webline out to the wall below where they came out, swinging them back towards the building and slamming mark against the surface and letting go of the wall crawler, his claws tearing at the teen's shoulders as he clung to the wall to recover. _'Spider-Man? Ruby again, good news! The prisoners are free, but some of them got relocated somewhere else already, we'll find them later, what's your status with the cure?' _she asked.

He shakily raised his hand to his ear, "Morbius is on it, Merlot is taken care of too. I'm dealing with another experiment of his. Don't suppose Ironwood is on his way with the cavalry?" he asked hopefully, looking down at the ground to see Mark scaling the building using his claws to dig into the surface of the wall and scale up. "Gotta go Ruby Find Morbius, get the cure, and get out of here." he said before abruptly hanging up and standing on the wall, _Legs feel like they're covered in cement, arms are sore as all hell….but no way am I giving up. _Leaping off the wall he fell down towards Mark.

Seeing his prey fall through the towards him, the werewolf lunged off the wall at his target just as Spidey cast a webline out, curving his fall just out of Mark's grasp, shooting a webline to his chest with his empty hand, he swung Mark up over the side of the facility to the roof before pulling on the webbing with both hands and throwing him down onto the roof! Mark hit the surface and bounced across it for a few feet as Spider-Man landed on a weather antenna.

Firing a line to the Man Wolf, he pulled himself into the beast, cracking his fist across the beast's snout and then quickly swinging his elbow up into the underside of his jaw. His Sixth Sense rang down his spine he ducked just as Mark's claws slashed out, just barely cutting the top of his mask, his brown hair poking out of the tear as he fell onto his back and rolled onto his hands, pushing himself up and slamming his feet up into Mark, sending them both airborne, rolling forward Peer readied to attack but awas causght iff guard as Mark quickly slashed his chest!

Biting down a yell he knocked Mark back a few feet and used a web to zip back towards the smokestacks to get some distance. holding his hand to his chest he cringed at the cuts across the spider on his chest. "Well at least he didn't take me heart out of my ribcage." he grunted out, turning on the smokestack to see Mark on all fours sprinting towards him. Raising his hands he unleashed a barrage of webshots, the balls of webbing hitting the Man Wolf and making him divert his course away after one of them nailed his eye.

As Mark took cover behind the metal smokestack next to the one Peter was on, the teen immediately scurried up the side of the tall tube, _Can't get close to him with those claws of his, I'll end up like pre sliced cheese. He's fast, he's though, and he's got very deadly claws. So…..yeah, basically every monster I've fought in the past twenty four hours. _he thought sarcastically as he reached the peak of the smokestack and leapt over to the one Mark was hiding behind. _So I use the one thing I have over them, my brain. _he thought as he made his way around the side, seeing Man Wolf was nursing his wounded eye.

As the hero was about to drop his perch onto his target, he heard and engine fly overhead, looking up he saw the airship which brought him and RWBY here descend towards the northern section of the compound where the waterside entrance was located. Mark noticed the ship as well and took off towards the edge of the roof! "No!" Peter cried as he launched himself off the smokestack towards the Man Wolf as he leapt off the roof, colliding with the beast in midair. Mark turned mid fall and crushed Spider-Man against the ground beneath him.

Mark stood up and turned, seeing the vigilante trying to get up only for Mark to plat his foot in his chest, snarling at his prey as he lowered his head and opened his may, the sharp rows of teeth reflecting within the eyes of Spider-Man. The teen tried to lift the foot off his chest but the weight on him and how tired he was proved it impossible for him in his current state.

BLAM!

Mark tumbled onto his back from a shot to his shoulder, clutching the wound as Peter looked up at the attacker, seeing none other than John Jameson aiming his sidearm at the Man Wolf as he rushed to his side, "Spider-Man! Are you ok?!" he asked with concern as he knelt down and looped his arm under the masked hero's shoulder and helped him to his feet.

"Ugh…ask me when everything doesn't feel tired and sore." Spider-Man replied before his Spider Sense rang down his spine. Looking at Mark he was too late to react as Mark lunged at him. Suddenly he was shoved aside and hitting the ground as another scream echoed through the air, the sound was like a shot of adrenaline, turning over he saw Man Wolf's fangs sunken into John's arm! _No! Not again! NOT AGAIN! _ "NOT AGAIN!" Spider-Man shouted in rage before tackling Man Wolf and cracking the beast across the face again, again, and again, not even bothering to hold back his hits.

Mark tried to slash his claws out but Spider-Man leapt back and immediately spring forward as Mark tried to recover, kneeing the creature right in the snout and breaking it. Mark howled in pain as he clutched his now bloody snout. Raising his hands he webbed the hands to his face, Man Wolf tried to tear the webbing apart but Spider-Man didn't stop, casting two lines to the Man Wolf's feet he pulled them out from underneath him before pulling the webs to the left, using his strength to spin the creature around in a full circle for momentum and throwing him into the side of the building, Mark smashing into the side of the building before falling once again to the ground unmoving.

Suddenly the rage in him quickly dissipated as he rushed over to Mark, _Oh god no! Nononono did i-!_ he thought in fear as he rushed over to his side. However his fears were quickly put to rest as the transformed teen let out a tired growl. The teen cradled his head in his palms, _Thank you….god I thought I…..I could have…._ he thought fearfully as John approach him, clutching his wounded arm.

The pilot noticed the distressed look upon the vigilante and offered him his hand on his shoulder, "Spider-Man…it's ok….it's over." he assured, the hero lowering his hands and taking a long, tired breath. Looking over to the entrance of the poert, he saw Team RWBY lead a few dozen people out of the facility, he saw that Yang was carrying one of them in her arms, a boy who seemed to be no older than a preteen….with bat wings.

Spider-Man sighed, it was over.

* * *

After contacting Ironwood, Atlas troops arrived and helped tend to the prisoners, RWBY had a few cuts and bruises but nothing major. Peter however felt like his legs were like jelly, but other than him the only one who was really hurt were Morbius and John, the former of whom had discovered the laboratory of Merlot and easily found the chemicals, and the later said the wound he received from Mark was superficial at best.

However…..it wasn't a total victory, there were a good number of prisoners who had been relocated, the cells actually operating as elevator shafts that went down to a tunnel which led who knows where. Spider-Man went to interrogate Merlot about it….only to discover a webline and no scientist. It was reasonable that he escaped during the ensuing chaos of his battle with the Man Wolf. However it mattered little, his plan had been foiled in the end, the prisoners were rescued, Mark was captured and with the serum they collected he hopefully will be returned to normal within a matter of days.

Spider-Man crouched on the side of the building as he watched Atlas officials unload the prisoners from another transport ship. Beside him, Morbius leaned against the wall with a bandage wrapped around his shoulder from Mark's attack. "I have spoken with Ironwood, he said he will get in contact with the police and explain the situation to them." he said to the vigilante, the masked teen looking at him with pity.

"Morbius….there's still a chance that you can be cured, it might be close to the wire but-" he provided hopefully. The Isotope could cure the people effected only within a short time frame, Michel had been one of the first experiments however, and the time he had when he was brought to Beacon was short, every day counted and so the odds slimmed with each passing hour.

However the Living Vampire bowed his head, "I have taken innocent life. And nearly took it willingly again tonight if not for you." he pointed out, recalling how his bloodlust had nearly driven him to kill Merlot. "I must pay penance for that, and there are others who require the Isotope more than I." he said, looking up to see Ruby, Weiss, Blake, and Yang around the young boy who had been forced to help in his breakout from Beacon. Ruby was playing a game with him on her scroll, the boy smiling as he once again got to interact with other people.

Spider-man rubbed the back of his head, "Not to mention the ones that got away. And Merlot himself…but I think they won't be a problem for now so that's an adventure for another day." he said, looking up to the shattered moon in the sky. It was Halloween night, a fact that had slipped his mind despite having to go up against actual monsters made by a madman, it sounded like something out of an old horror movie itself.

Dropping from the wall, he turned to Morbius, lifting his hand, the scientist looked at it before offering a grateful smile and shakng it, "Be well Morbius." the teen insisted.

"You as well. And know that should you ever need me? I will answer the call. After I find a way to treat myself properly." he replied, making Spider-Man smile before casting a webline up in the air and pulling himself away, swinging through the night sky on his way back home.

* * *

Walking down the street past Flash's house, it was apparent the party there was in full swing. Stopping outside the house, Peter Parker let out a sigh, he had changed into the clothes he had at the Bugle before heading home on the train, using the time he had to nap and recover a little bit of stamina. He was still sore like an open wound, but at least his feet didn't feel like they were about to give out from underneath him. He could see through the window that Flash was proudly wearing a Spider-Man costume inside as he talked to Kenny Kong, Peter had to stop himself from chuckling at the pure irony. _If he only knew. _he thought wistfully shaking his head and turning down the street as some trick or treaters ran past him.

_Well I saved Halloween, so good job I guess. _he thought as he continued down the sidewalk a ways before crossing the street and stopping in front of the Watson house. On the front porch a small Jack O Lantern lit up the stoop. Peter inhaled a deep breath before waking up to the front door of the house. Reaching the porch he knocked on the door and patiently waited, a moment later Anna Watson opened the door and gasped at the sight of him.

"Peter! Goodness what happened to you?!" she asked with concern upon seeing the bags under his eye along with the split lip he now had.

However Peter thankfully came prepared, "Oh it's my 'costume'. I'm a guy who got hit by a truck, one of my friends at work did it." he lied, making MJ's aunt relax. He glanced behind the older woman and saw no sign of his friend, "May I come in?" he asked tepidly, not knowing if MJ even wanted to see anyone.

However Anna gave him a soft smile and stepped aside, letting him into her house. Stepping inside Peter couldn't help but recognize how much the layout of the house was to his own, the only differences was the placement of furniture. "Make yourself at home dear." Anna said welcomingly as she entered the living room, a muted horror movie in black and white was on the TV. Anna approached the doorway to the kitchen but stopped herself and looked at Peter expectantly, "She's up in her room, I'm making dinner…..do you think you could go tell her for me?" she asked.

Her request was obviously what Peter needed, an excuse to go see MJ, "Right, yeah. Of course." he nodded before looking up the stairs and walking up them. Reaching the top of the stairs, he turned to the right, his room was on the left side of his house so MJ's had to been on this side of her's since their windows were in direct lines of each other. Plus her room was the only one with a closed door.

Walking up to the door, he took a deep breath once again before raising his hand and gently tapping his knuckles against the door, "Mary Jane? It's uhh….it's Peter." he greeted awkwardly. He heard a shuffling sound on the other side of the door but it didn't open. _Maybe she's asleep? I can't exactly blame her if she is. _he thought, glancing down and noticing there was light coming from under the door with a shadow in front of it. _Welp there goes that theory. _he thought dryly.

"Um…..I found Mark…..he…he's going to be ok but…..well what happened to Morbius happened to him…he should be fine in a few days though." he assured, closing his eyes and resisting the urge to smack himself. _That's exactly what she wants to hear you idiot. _he reprimanded himself. He could hear a breath on the other side of the door but she still didn't say anything, "Mary Jane….I'm sorry…for….for all of this." he apologized, turning his back to the door and leaning against the wood. "I don't mean like usually when I feel guilty, and I could have stopped it or something but…..I'm sorry that this happened to you." he explained.

He was met with more silence, "Not that I would want this to happen to anyone or something but….you…." he faltered, taking a moment to think of how to say what he wanted to. "…..when we first met? I thought you didn't have a care in the world, and I sort of envied that….I mean you know why, because I'm….well me." he said lightly as he shrugged his shoulder. He felt the floor creak on the other side of the door, "But then….I had a bad day and you…..you saw how much weight I had on me…and then you showed me the weight you had on your own shoulders…and you know what I thought?" he asked rhetorically.

"I thought….'Wow….she's so much stronger than I thought anyone could be.' I mean I've heard stories like that before, at the Bugle, on TV but…..to know you? See how despite what you had to go through? You still manage to find joy in life? I made me realize that if you can do that? Then I can definitely deal with Flash Thompson's bullshit." he said, smiling to himself.

"And I know that opening up to me like that was…it was the hardest thing you could do. I mean I couldn't even do that, you had to break open a chest to figure out what I was keeping to myself." he pointed out as he slid down against the door to the floor. "And I'm honestly glad you did…you knowing…..it…..I honestly wish I told you back then when you opened up to me." he said.

He heard a sound from beyond the door, "And with this….all this crap that's happened? You don't deserve that…..I saw the way you looked at Mark…..I was happy for you, you found someone…..but he…..I can't even imagine what that feels like." he admitted, the thought of such an intimate betrayal was something he was not at all familiar with. But he would gladly have him receive it himself then let any of his friends be subject to it, "I just want you to know MJ that….I care about you…and….well….I know that I'm not Mark, and that you don't see me like you see him. But….I'm here MJ….and I'm not going anywhere…not literally, figuratively I mean." he explained before the door he was against was suddenly swung open, the teen nearly falling over since all his weight was against the door.

He scrambled onto his feet off the floor and stood straight against MJ, the red haired young woman's jade eyes looked at his with tears brimming in them, contrasted with the heartache mile on her face. Without any form of protest she walked into him and wrapped her arms around his shoulders, squeezing him tighter than she ever had before as her face buried into his shoulder. Peter's arms found the familiar place around her waist and held her gently in his grasp.

Both teens unaware that Anna Watson had come to check on the two of them, only for her to happen upon the tender moment between the two of them. She turned on her heel and quietly walked back down the steps, leaving the two alone for their tender moment with a smile on her face.

"Your…your unbelievably sweet." MJ sobbingly said against his shoulder.

Peter snorted, "Yeah I know…..mean every word though." he replied as she pulled back, wiping the tears out of her eyes, getting a good look at Peter she raised her thumb to his lip and brushed it against the cut he had, making the secret hero wince at the touch. "I'm fine….few cuts here and there but nothing a bottle of disinfectant can't solve." he assured, Mary Jane snorting at his reasoning.

"Look can we just…not talk about any of that right now and just….I think I need this." she explained before once again leaning into Peter, his arms wrapping around her once again without so much as a slight complaint. Her jade eyes closed against his shoulder, _I may have lost Mark…..but I'll always have you Peter. _

* * *

A man walked the streets of Vale on Halloween night, taking he same route home as he always did. Day or night, sunny days or rainy nights, the latter of which had happened recently. It was close to midnight now, most tick or treaters had gone home for the evening, he however had unfortunately had to work on the holiday. So the man decided to go straight home for the evening.

Turning the corner, he smiled as he saw the construction that had obstructed his usual route home had since cleared up, "That's more like it." he said to himself as he stepped off the sidewalk over a storm drain.

He did not see the brown furred arm shoot out from the darkness of the storm drain, all he saw was the pavement before he hit it, before a yell or scream could be let out, he was pulled back into he darkness beneath the streets. Where the monsters lived, where the monsters fed, and where they thrived.

"Yum Yum."

**"An animal may be ferocious and cunning enough, but it takes a real man to tell a lie." **

**-H.G. Wells**

**The Island of Doctor Moreau**

* * *

**AN: I'VE DONE IT! **

**Not only have I done it but so has CRWBY! No spoilers obviously for non FIRST members but man the first episode of Volume 7 teed off to a great start! Not only that, but this week continues the story of 2099 in Spider-Man! I'm so excited! I even ordered the first volume of Spider-Man 2099 for the occasion. **

**God I can't tell you how great it feels to finally finish this. Originally I had this in two parts, but it didn't really flow right so I rearranged some things and came up with this and I honestly think it's much better for it pacing wise. Unfortunately for Spidey, things aren't exactly tied up with a neat little bow on top. Merlot is still around, Vermin is in Vale, and an untold number of cross species are on the loose! **

**And just wait until you see what happens next…time in Spider-Man Volume 3!**

**See ya true believers!**


End file.
